F-1

As filed with the Securities and Exchange Commission on February 18, 2014

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KING DIGITAL ENTERTAINMENT PLC*

(Exact Name of Registrant as Specified in Its Charter)

N/A

(Translation of Registrant’s Name into English)

Ireland	7372	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

King Digital Entertainment plc

Fitzwilton House

Wilton Place

Dublin 2, Ireland

+44 (0) 20 3451 5464

(Address, Including ZIP Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

King.com Inc.

188 King Street, Unit 302

San Francisco, CA 94107

(415) 777-8204

(Name, Address, Including ZIP Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Mark C. Stevens, Esq. Jeffrey R. Vetter, Esq. James D. Evans, Esq. Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 988-8500 Robert Miller Frankie Williams Tenth Floor Central Saint Giles 1 St. Giles High Street London WC2H 8AG United Kingdom Katharine A. Martin, Esq. Robert Sanchez, Esq. Michael C. Labriola, Esq. Wilson Sonsini Goodrich & Rosati, Professional Corporation 1700 K Street, NW, Fifth Floor Washington, D.C. 20006 (202) 973-8800

Approximate date of commencement of proposed offering to the public: as soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To be Registered	Proposed Maximum Aggregate Offering Price (1)(2)	Amount of Registration Fee
Ordinary shares, nominal value $         per share	$500,000,000	$64,400

(1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(2) Includes the aggregate offering price of ordinary shares that the underwriters have the option to purchase to cover over-allotments, if any.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

* The registrant is a public limited company organized under the laws of Ireland known as King Digital Entertainment plc. Prior to completion of this offering, King Digital Entertainment plc, a company created for the purpose of facilitating the public offering contemplated hereby, will become the holding company of the King group of companies by way of a share-for-share exchange in which the existing shareholders of Midasplayer International Holding Company p.l.c., a public limited liability company organized under the laws of Malta and the current parent company of the King group of companies, exchange their shares in Midasplayer International Holding Company p.l.c. for shares having substantially the same rights in King Digital Entertainment plc.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED FEBRUARY 18, 2014

Preliminary Prospectus

                                      shares

Ordinary Shares

This is the initial public offering of ordinary shares of King Digital Entertainment plc. Prior to this offering, there has been no public market for our ordinary shares. We are offering                      ordinary shares and the selling shareholders identified in this prospectus are offering                 ordinary shares. We will not receive any proceeds from the sale of the shares by the selling shareholders. The initial public offering price is expected to be between $         and $         per share.

We intend to apply to list our ordinary shares on the New York Stock Exchange under the symbol “KING.”

Investing in our ordinary shares involves risk. See “Risk Factors” beginning on page 13.

	Per share	Total
Initial public offering price	$	$
Underwriting discounts and commissions (1)	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the selling shareholders . . . . . . . . . . . . . . . . . . . . . .	$	$

(1) See “Underwriting” for a description of compensation payable to the underwriters.

The underwriters have an option to purchase a maximum of                      additional ordinary shares from us and the selling shareholders, less the underwriting discounts and commissions, to cover over-allotment shares, if any. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the ordinary shares to purchasers on                     , 2014.

J.P. Morgan	Credit Suisse	BofA Merrill Lynch
Barclays	Deutsche Bank	RBC Capital Markets
BMO Capital Markets	Cowen and Company	Pacific Crest Securities
Piper Jaffray	Stifel	Wedbush Securities
	Raine Securities LLC

                    , 2014

TABLE OF CONTENTS

Prospectus Summary	1
Risk Factors	13
Forward-Looking Statements	37
Market Data and User Metrics	38
Use of Proceeds	40
Dividend Policy	40
Capitalization	41
Dilution	43
Corporate Structure	45
Selected Consolidated Financial Data	46
Management’s Discussion and Analysis of Financial Condition and Results of Operations	51
A Message from King CEO and Co-Founder, Riccardo Zacconi	79
Business	81
Management	103
Related Party Transactions	116
Major and Selling Shareholders	119
Description of Share Capital	121
Shares Eligible for Future Sale	139
Taxation	141
Underwriting	150
Enforcement of Civil Liabilities	157
Expenses Related to this Offering	157
Legal Matters	157
Experts	157
Where You Can Find Additional Information	158
Index to Consolidated Financial Statements	F-1

You should rely only on the information contained in this prospectus or in any related free writing prospectus. Neither we, the selling shareholders nor the underwriters have authorized anyone to provide you with any additional information or information that is different from the information contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus and any free writing prospectus prepared by us or on our behalf may only be used where it is legal to sell these securities. The information in this prospectus or any free writing prospectus prepared by us or on our behalf is only accurate as of the date of this prospectus or such free writing prospectus.

Until                     , 2014 (25 days after the date of this prospectus), all dealers that buy, sell or trade our ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our ordinary shares or possession or distribution of this prospectus in any such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.

This document has been prepared on the basis that any offer of shares in any relevant European Economic Area member state will be made pursuant to an exemption under European prospectus law from the requirement to publish a prospectus for offers of shares and does not constitute an offer or solicitation to anyone to purchase shares in any jurisdiction in which such offer or solicitation is not authorized nor to any person to whom it is unlawful to make such an offer or solicitation.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our ordinary shares. You should read this entire prospectus carefully, especially “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes appearing elsewhere in this prospectus, before making an investment decision.

Overview

We are a leading interactive entertainment company for the mobile world. Our mission is to provide highly engaging content to our audience to match their mobile lifestyles: anywhere, anytime and on any device. In December 2013, an average of 128 million daily active users played our games more than 1.2 billion times per day. In the fourth quarter of 2013, 73% of our gross bookings were derived from our mobile audience. Our leading games include Candy Crush Saga, Pet Rescue Saga, Farm Heroes Saga, Papa Pear Saga and Bubble Witch Saga. We believe Candy Crush Saga, our top title to date, is one of the largest interactive entertainment franchises of all time.

Our focus is to provide a highly engaging, differentiated entertainment experience where the combination of challenge and progress drives a sense of achievement. We make our games available for free, while players can purchase virtual items priced relative to the entertainment value they provide. We embed social features in our content that enhance the player experience. We build on a unique and passionate company culture predicated on collaboration, humility and respect. We believe all of these in combination have made our content a core part of our audience’s daily entertainment.

We have been a leading developer and publisher of casual games on digital platforms since 2003. Casual games typically include a puzzle element, are easy to learn but hard to master, can be played in a few minutes and are suitable for play on a wide range of devices. They have enjoyed broad appeal since they were first offered in a digital format in the 1980s.

Casual gaming is large and growing quickly, driven by key technology and consumer trends, creating the potential for leading entertainment franchises to emerge from the category. The proliferation of mobile devices is dramatically expanding the global gaming audience, much of which is attracted to casual titles. Social connectivity has become a pervasive feature of interactive entertainment, transforming the scale and economics of the industry through viral content distribution. Lastly, free-to-play business models have vastly increased the revenue potential of the category by eliminating upfront barriers and facilitating streams of small payments throughout the game journey.

We believe we have a repeatable and scalable game development process that is unparalleled in our industry. In the last decade, we have developed a catalog of more than 180 game IPs, which we continuously expand. We refer to our game IP as the intellectual property assets that includes its name, game play mechanic, visual expression, graphics and design. We introduce new game IPs in a tournament format on our royalgames.com website, where we are able to gather rapid feedback from a subset of our sophisticated, highly engaged player base, which we refer to as VIPs. We adapt the most popular game IPs to our proven Saga format for launch on mobile and Facebook. We believe this approach has allowed us to develop games faster, at lower risk and at lower cost than our competitors. The result has been category-leading franchises including Candy Crush Saga, Pet Rescue Saga and Farm Heroes Saga.

We believe the inherently social nature of our games, our data-driven marketing processes, our cross-platform technology infrastructure and massive player network are key competitive advantages. We obtain the vast majority of our installs organically or through viral channels that are driven by the effectiveness of our social features. We seed these channels by leveraging our significant capabilities in paid player acquisition. We run thousands of discrete campaigns every 24 hours, each with individual target metrics, and all subject to the same

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target return parameters. As of December 31, 2013, we had a massive network of 324 million monthly unique users and a track record of long-term retention driven by game longevity and our proven ability to cross-promote new games to our audience.

We have put the long-term retention of our players at the heart of our business model. While our players are able to enjoy our games for free, we generate revenue by selling virtual items to a subset of players who wish to enhance their entertainment experience. Our approach is to make our pricing transparent and consistent throughout the game journey. Following these principles, we have gathered a wide base of approximately 12 million average monthly unique payers, representing approximately 4% of our monthly unique users as of December 31, 2013. We believe that targeting a modest share of our customer’s entertainment spend drives game longevity and customer loyalty, and is the most effective way of building a sustainable business over the long term.

We have built our business to significant scale with limited capital investment and disciplined business management. We have raised only $9 million of primary capital to date and we have generated positive cash flow from operations for each of the last nine years. We have generated significant growth as our game portfolio, player network and mobile footprint have scaled. From the first quarter of 2012 to the fourth quarter of 2013, our gross bookings by quarter grew from $29 million to $632 million. Our revenue, the most directly comparable IFRS measure, grew from $22 million in the first quarter of 2012 to $602 million in the fourth quarter of 2013. Our profit (loss) also grew from $(1) million in the first quarter of 2012 to $159 million in the fourth quarter of 2013. For a description of how we calculate gross bookings and the limitations of this non-GAAP and non-IFRS financial measure, see “Selected Consolidated Financial Data—Non-GAAP Financial Measures.”

Our Mission and Vision

Our mission is to provide highly engaging content to our audience to match their mobile lifestyles: anywhere, anytime and on any device. Our players always come first. We believe this approach is the most effective way of creating lasting value for our stakeholders.

Our vision is to build the leading entertainment company for a mobile world. We aim to deliver our games to a vast and socially-connected audience retained over the long term.

Our Heritage Is the Foundation of Our Success

We have been a leading developer and publisher of casual games on digital platforms since 2003. Over the last decade, we have acquired deep experience in casual game design and have built a massive network of loyal and dedicated players. We have operated a free-to-play business model as well as used social features to drive player engagement and retention. Lastly, we have built a technology infrastructure capable of managing very high volumes of gameplays. These assets, capabilities and business processes have been the foundation of our mobile and social success to date and we believe, position us uniquely to capture the current market opportunity.

Industry Background and Our Opportunity

The digital entertainment industry is currently undergoing dramatic change driven by significant technology and consumer trends, including the rapid growth of mobile platforms, social networks as part of the entertainment fabric, and app stores as key distribution and payment gateways.

These trends are having a significant impact on the digital gaming industry: the size of the global gaming audience is increasing dramatically, free-to-play models have vastly expanded the revenue opportunity and sophisticated targeting strategies have made acquisition of large player populations economically viable in a sustainable way. These developments together are driving disproportionate growth in casual gaming relative to the broader gaming industry. We believe this creates an opportunity to establish leading entertainment franchises in this category:

• Casual has been one of the most popular gaming categories for decades. Casual games are an enduring category of entertainment: they have been enjoyed since Egyptian times. Many of today’s most popular

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sub-genres were pioneered in Japan in the 1980s and have spawned historical global franchises such as Space Invaders, Pac-Man and Tetris.

• The size of the casual audience is dramatically expanding. Mobile device proliferation and social connectivity are driving growth in the casual audience because of the category’s broad appeal and inherent suitability to mobile.

• Free-to-play has created the potential for casual to lead other categories by revenue. The effectiveness of free-to-play business models combined with this dramatic increase in the casual audience has created the potential for leading entertainment franchises to emerge from the category.

Our Value Proposition for Players

To address this opportunity, we have designed our mobile and social games with the following characteristics:

• Anytime. Our games can be enjoyed in short sessions allowing frequent and unplanned breaks in game play that do not detract from the quality of the experience.

• Anywhere. Our games can be enjoyed wherever our players are and on the vast majority of devices, connected or not.

• Seamlessly synchronized. A distinguishing feature of our platform is to allow players to switch seamlessly between devices and platforms and continue their game wherever they left off. Our platform offers real-time synchronization of level progression, social graph and virtual items.

• Highly engaging. Our games are easy to learn, but hard to master. While gameplay is simple and intuitive, it takes skill to progress. This creates the sense of achievement that underpins the high engagement in our games.

• Inherently social. Our games provide social interactions that enhance the player experience: social connectivity is built around sharing achievements and helping each other to progress.

• Free-to-play. Our players can enjoy our games for free. Most of those that reach the highest level of a game do so without making a purchase. For those who do, we price our virtual items relative to the entertainment value they deliver.

Our Core Strengths

We have developed a repeatable and scalable process for bringing successful mobile and social titles to a global audience quickly and cost effectively, while minimizing business risk. We believe our model is fundamentally differentiated from competitors, will be challenging to replicate and strengthens our ability to deliver business predictability and sustainability.

Game Design Capabilities, IP Catalog and Laboratory

Over the last decade, we have developed a proprietary catalog of more than 180 game IPs which we offer in a tournament format on royalgames.com. Developing a new game IP has typically taken a team of three people 20 weeks, and we have created game IPs in most casual sub-genres over the years. On royalgames.com, we first release new game IPs to a subset of sophisticated, highly experienced players, who we call VIPs. We have found that the underlying game mechanic of a game that is popular with VIPs is highly likely to be successful when adapted for mobile and social platforms.

Unique, Repeatable, Scalable Game Development Process

We have a standardized process to adapt our popular casual game IPs into a proven game format for launch on mobile and social platforms. Our first game format, the Saga, is a game development framework designed to

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provide a deep, viral and social game experience. It comprises a path through hundreds of game levels, social features that allow interactions with others, viral mechanics and a variety of virtual items available for purchase. Popular new features developed in one game studio are productized and added to the development platform for use by all game studios.

Cross-platform Architecture Enhances Player Experience and Economics

Our unique cross-platform architecture allows our audience to play wherever they are: on Apple’s iOS, Google’s Android or Amazon’s Kindle mobile devices, or on their desktop on Facebook. It also allows players to switch seamlessly between devices and platforms and continue their game wherever they left off. Cross-platform gameplay has been widely adopted by our audience and has driven increased engagement, cross-platform virality and retention. Our architecture provides a shared user database, analytical platform and network marketing infrastructure, so that our Saga games share a substantial majority of common server-side code. This has allowed us to scale organically from one to six game studios in 24 months while preserving a low risk, low cost, high speed development and service platform.

Efficient Engine to Drive Acquisition, Engagement and Retention

Our model for player acquisition is primarily viral and organic, supplemented by a data-centric, rules-based approach to marketing. The inherently social nature of our games drives virality. This virality is enhanced by our cross-platform synchronization. We enjoy a virtuous cycle where players that play our games on various platforms and devices share their enjoyment and progress with their friends who in turn then discover our games. In addition, a large number of players discover our games through organic channels. This results in attracting large numbers of players for whom there is no direct marketing expense. We also make large investments in paid player acquisition, where returns are boosted by the viral impact. We have built extensive proprietary capabilities and technology infrastructure, which allow us to run acquisition campaigns in a highly granular and data-driven way. Every 24 hours, we operate thousands of campaigns targeting hundreds of discrete clusters through a mix of channels and formats across multiple platforms, all subject to the same target return parameters.

Massive Player Network and Loyal Customer Base

As of December 31, 2013, we have amassed a network of 324 million monthly unique users and our players enjoyed over 41 billion gameplays in the month of December 2013. We have a track record of successfully attracting our audience to new games and retaining them within our network. To drive retention and cross-promotion, we use a data-centric, rules-based approach aimed at maximizing aggregate return on investment (ROI) regardless of content, channel or advertising format. Out of this audience, we have built a wide base of approximately 12 million monthly unique payers, representing approximately 4% of our monthly unique users as of December 31, 2013.

Our Business Model

We believe that targeting a modest share of the entertainment spend of a wide base of customers is a source of game longevity and customer loyalty, and the most effective way of building a sustainable business over the long term.

Our Approach

The overarching goal of our business model is to foster long-term player retention within our network. As a result, we have developed, and continue to enhance, our model on the basis of the following principles: we focus on retention, our audience can enjoy our games for free, and our pricing is transparent and consistent throughout the game journey.

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Our Virtual Items

We offer a range of virtual items to our customers. These currently include entertainment time, where players can extend the duration of their game session; skill enhancements, where players can buy a wide variety of boosters that help them to progress; and access to content, where players can pay to unlock new episodes.

Our Key Metrics

Our key financial metrics, which include gross bookings, revenue and adjusted EBITDA, and our key operating metrics, which include daily active users (DAUs), monthly active users (MAUs) and monthly unique payers (MUPs) have grown significantly in the last two years. We believe this trend is a result of our ability to profitably grow, retain and monetize our massive player network and loyal customer base. For a description of how we calculate each of these metrics and factors that have caused fluctuations in these metrics, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics.”

The charts below highlight our key metrics:

Gross bookings and adjusted EBITDA are not calculated in accordance with IFRS. For a description of how we calculate gross bookings and adjusted EBITDA, the limitations of these financial measures and a reconciliation of these financial measures, see “Selected Consolidated Financial Data—Non-GAAP Financial Measures.”

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Key Strategies

Our key strategies are:

• Strengthen and broaden our unique game development model. We intend to strengthen our pipeline with new game IP, evolve our tournament portal to keep it fresh and effective, and keep evolving the Saga format while building new formats.

• Continue to provide highly engaging cross-platform content. We seek to nurture and extend our four global franchises while we widen our portfolio of mobile and social titles by building on our game IP catalog.

• Grow our network. We cultivate the loyalty and organic viral growth of our player network by offering an engaging, cohesive and connected experience. We intend to increase the scale and frequency of social interactions across the network and continue to acquire audiences beyond our organic reach through the rigorous execution of our rules-based paid acquisition campaigns.

• Expand to new platforms and geographies. We intend to offer our content on major platforms that provide access to a significant user base in a particular region.

• Foster process innovation through technology stack ownership. We believe that complete control of our technology stack from the King Cloud infrastructure to our game engines and marketing and analytics platforms provides us with key advantages in achieving performance and scale, transparency of operation, speed of innovation and a highly engaging player experience.

Summary of Risk Factors

Our business is subject to numerous risks described in “Risk Factors” and elsewhere in this prospectus. You should carefully consider these risks before making an investment. Some of these risks include:

• we have experienced significant rapid growth in our operations;

• a small number of games currently generate a substantial majority of our revenue;

• we must develop new games and enhance our existing games so that our players will continue to play our games and make purchases of virtual items within our games;

• we face significant competition;

• if players do not find our casual game formats compelling and engaging, we could lose players and our revenue could decline;

• we have a relatively short history offering our games on mobile and social platforms on a free-to-play basis, and this model and these platforms are relatively new and evolving;

• if the use of mobile devices as game platforms and the proliferation of mobile devices generally do not increase, our business could be adversely affected;

• our new games could divert players of our other games without growing the overall size of our network;

• we may experience fluctuations in our quarterly operating results due to a number of factors, which makes our future results difficult to predict;

• we rely on third-party platforms such as the Apple App Store, the Google Play Store, the Amazon Appstore and Facebook to distribute our games and collect revenue; and

• upon the completion of this offering, our directors, executive officers and holders of more than 5% of our ordinary shares will beneficially own     % of our outstanding ordinary shares, including     % of our outstanding ordinary shares held by Apax WW Nominees Ltd. and Index Ventures and their respective affiliates.

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Our Corporate Information and Structure

We were originally incorporated as Midasplayer.com Limited in September 2002, a company organized under the laws of England and Wales. In December 2006, we established Midasplayer International Holding Company Limited, a limited liability company organized under the laws of Malta, which became the holding company of Midasplayer.com Limited and our other wholly-owned subsidiaries. The status of Midasplayer International Holding Company Limited changed to a public limited liability company in November 2013 and its name changed to Midasplayer International Holding Company p.l.c. Prior to completion of this offering, King Digital Entertainment plc, a company incorporated under the laws of Ireland and created for the purpose of facilitating the public offering contemplated hereby, will become our current holding company by way of a share-for-share exchange in which the existing shareholders of Midasplayer International Holding Company p.l.c. will exchange their shares in Midasplayer International Holding Company p.l.c. for shares having substantially the same rights in King Digital Entertainment plc. See “Corporate Structure.” Upon the exchange, the historical consolidated financial statements of Midasplayer International Holding Company p.l.c. included in this prospectus will become the historical consolidated financial statements of King Digital Entertainment plc. Our registered office is located at Fitzwilton House, Wilton Place, Dublin 2, Ireland and our telephone number is +44 (0) 20 3451 5464.

Our website address is www.king.com. Information contained on, or accessible through, our website is not a part of this prospectus. The King logo, “King,” “king.com,” “royalgames.com,” “Candy Crush Saga,” “Pet Rescue Saga,” “Farm Heroes Saga,” “Papa Pear Saga,” “Bubble Witch Saga” and other game titles, trademarks or service marks of ours appearing in this prospectus are our property. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders.

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The Offering

Ordinary shares offered: By us:	ordinary shares
By selling shareholders	ordinary shares
Underwriters’ option to purchase additional shares	The underwriters have an option, exercisable at any time within 30 days from the date of this prospectus, to purchase a maximum of              additional ordinary shares from us and the selling shareholders, less underwriting discounts and commissions, to cover over-allotment shares, if any. See “Underwriting.”
Ordinary shares to be outstanding immediately after this offering	ordinary shares
Use of proceeds	We estimate that we will receive net proceeds from this offering of $         million, or $         million if the underwriters exercise their option to acquire additional ordinary shares in full from us, based upon an assumed initial public offering price of $         per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The principal purposes of this offering are to create a public market for our ordinary shares, increase our visibility in the marketplace, as well as to obtain additional capital. We intend to use the net proceeds from this offering for working capital and other general corporate purposes, which may include acquisitions. We will not receive any of the proceeds from the sale of shares by selling shareholders. See “Use of Proceeds.”
Risk factors	See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider carefully before investing in our ordinary shares.
Proposed New York Stock Exchange symbol	“KING”

The number of ordinary shares to be outstanding after this offering is based on 119,845,933 ordinary shares outstanding as of December 31, 2013 and excludes:

• 7,621,995 ordinary shares issuable upon the exercise of share options outstanding as of December 31, 2013 with a weighted-average exercise price of €9.255 per share;

• 3,107,672 ordinary shares issuable upon the exercise of share options granted between January 1, 2014 and February 18, 2014 with a weighted-average exercise price of €55.226 per share;

• 1,000 ordinary shares issued between January 1, 2014 and February 18, 2014 with a subscription price of €0.000149 per share and              ordinary shares issuable upon conversion of D3 ordinary shares issued between January 1, 2014 and February 18, 2014 with a subscription price of €             per share, based upon an assumed initial public offering price of $             per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus;

• 89,500 ordinary shares issuable upon the exercise of shadow options outstanding as of December 31, 2013 with an exercise price of €0.000149 per share;

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• 6,891,152 ordinary shares issuable upon conversion of all E ordinary shares with a subscription price of €0.000149 per share that were repurchased in January 2014;

• 67,000 ordinary shares issued on February 14, 2014 in connection with our acquisition of all outstanding shares of another company; and

•                      ordinary shares that may be issued under our 2014 Equity Incentive Plan (2014 Plan). Immediately prior to the completion of this offering, we intend to grant awards under our 2014 Plan. Our 2014 Plan will provide for automatic annual increases in the number of shares reserved thereunder, as more fully described in “Management—Share Incentive Arrangements—Post-offering Share Incentive Arrangements.”

Except as otherwise indicated, the information in this prospectus reflects and assumes:

• the adoption of our amended and restated memorandum and articles of association, which will be in effect prior to the completion of this offering;

• unless otherwise indicated, our 1,000-for-1 forward share split effected in November 2011;

• the conversion of all of our outstanding A, B, C, D1, D2 and D3 ordinary shares and A and B preference shares into              ordinary shares, the acquisition and cancellation of our deferred shares and A deferred shares, and a             -for-             forward share split to be completed prior to the completion of this offering, based upon an assumed initial public offering price of $             per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus;

• the completion of the share-for-share exchange with Midasplayer International Holding Company p.l.c., as more fully described in “Corporate Structure;” and

• no exercise by the underwriters of their option to acquire up to an additional                      ordinary shares from us and the selling shareholders.

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Summary Consolidated Financial Data

The following tables summarize certain consolidated financial and other data for our business. You should read the following summary consolidated financial data in conjunction with “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

We have historically conducted our business through Midasplayer International Holding Company p.l.c. (formerly Midasplayer International Holding Company Limited) and its subsidiaries and, therefore, our historical financial statements present the results of operations of Midasplayer International Holding Company p.l.c. Prior to completion of this offering, King Digital Entertainment plc, a company incorporated under the laws of Ireland and created for the purpose of facilitating the public offering contemplated hereby, will become our current holding company by way of a share-for-share exchange in which, the existing shareholders of Midasplayer International Holding Company p.l.c. will exchange their shares in Midasplayer International Holding Company p.l.c. for shares having substantially the same rights in King Digital Entertainment plc, which will have nominal assets and liabilities prior to the share-for-share exchange and will not have conducted any operations prior to the completion of this offering. Upon the exchange, the historical consolidated financial statements of Midasplayer International Holding Company p.l.c. included in this prospectus will become the historical consolidated financial statements of King Digital Entertainment plc. Upon the completion of this offering, the corporate reorganization will be reflected retroactively in King Digital Entertainment plc’s earnings (loss) per share calculations. See “Corporate Structure.”

The consolidated statements of operations data for the years ended December 31, 2011, 2012 and 2013 and the consolidated statement of financial position data as of December 31, 2013 are derived from our audited consolidated financial statements included elsewhere in this prospectus. Our financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Our historical results are not necessarily indicative of the results that should be expected in any future period.

	Year Ended December 31,
	2011			2012		2013
Consolidated Statements of Operations Data:
(in thousands, except per share data)
Revenue	$	63,901		$	164,412	$	1,884,301
Costs and expenses (1):
Cost of revenue		25,915			54,713		584,358
Research and development		12,373			28,600		110,502
Sales and marketing		18,402			55,188		376,898
General and administrative		7,958			14,846		96,537
Total costs and expenses		64,648			153,347		1,168,295
Total revenue less expenses		(747	)		11,065		716,006
Net finance income (costs)		49			52		(1,731	)
Profit (loss) before tax		(698	)		11,117		714,275
Tax expense		617			3,272		146,681
Profit (loss)	$	(1,315	)	$	7,845	$	567,594
Earnings (loss) per share attributable to the equity holders of the company (2):
Basic	$	(0.01	)	$	0.07	$	4.65
Diluted	$	(0.01	)	$	0.06	$	4.38

(footnotes appear on following page)

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	Year Ended December 31,
	2011			2012			2013
Other Financial Data:
(in thousands, except percentage data)
Gross bookings (3)	$	77,706		$	181,570		$	1,979,821
Adjusted EBITDA (4)	$	4,442		$	28,478		$	824,742
Adjusted EBITDA margin (5)		7	%		17	%		44	%

(1) Costs and expenses include share-based compensation expense as follows (in thousands):

	Year Ended December 31,
	2011		2012		2013
Share-based compensation:
Cost of revenue	$	—	$	635	$	3,410
Research and development		784		5,299		40,781
Sales and marketing		67		2,006		1,212
General and administrative		770		1,678		9,886
Total share-based compensation expense	$	1,621	$	9,618	$	55,289

(2) See Note 10 to our consolidated financial statements for further details on the calculation of basic and diluted earnings (loss) per share attributable to equity holders of the company during the year.

(3) Gross bookings is defined as the total amount paid by our users for virtual items and for access to skill tournaments. See “Selected Consolidated Financial Data—Non-GAAP Financial Measures—Gross Bookings” for a description of how we calculate gross bookings and for a reconciliation between gross bookings and revenue.

(4) Adjusted EBITDA is profit (loss), adjusted for provision for income taxes, other income (expense), net finance income (cost), depreciation, amortization, share-based and other equity-related compensation (including social security charges associated therewith), and changes in deferred revenue. See “Selected Consolidated Financial Data—Non-GAAP Financial Measures—Adjusted EBITDA and Adjusted EBITDA Margin” for a description of how we calculate adjusted EBITDA and for a reconciliation between adjusted EBITDA and profit (loss).

(5) Adjusted EBITDA margin is adjusted EBITDA as a percentage of adjusted revenue. See “Selected Consolidated Financial Data—Non-GAAP Financial Measures—Adjusted EBITDA and Adjusted EBITDA Margin” for a description of how we calculate adjusted EBITDA margin and for a reconciliation between adjusted EBITDA margin and profit (loss) and see “Selected Consolidated Financial Data—Non-GAAP Financial Measures—Adjusted Revenue” for a reconciliation between adjusted revenue and revenue.

The following consolidated financial position data as of December 31, 2013 is presented:

• on an actual basis;

• on a pro forma basis to give effect to the conversion of all of our outstanding A, B, C, D1, D2 and D3 ordinary shares and A and B preference shares into ordinary shares prior to the completion of this offering, the repurchase of all of our outstanding E ordinary shares in January 2014, the acquisition and cancellation of our deferred shares and A deferred shares, and the declaration and payment of a dividend to shareholders of $217 million in the aggregate in February 2014; and

• on a pro forma as adjusted basis to give further effect to the issuance and sale by us of                      ordinary shares in this offering at an assumed initial public offering price of $         per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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	As of December 31, 2013
	Actual		Pro Forma	Pro Forma As Adjusted
Consolidated Statement of Financial Position Data:
(in thousands)
Cash and cash equivalents	$	408,695		$
Trade and other receivables		216,881
Total assets		806,863
Trade and other payables		172,107
Deferred revenue		10,942
Total liabilities		439,476
Share capital		65
Total shareholders’ equity		367,387

Non-GAAP Financial Measures

For more information about gross bookings, adjusted revenue, adjusted EBITDA and adjusted EBITDA margin, which are non-GAAP financial measures that are not prepared in accordance with IFRS, see “Selected Consolidated Financial Data—Non-GAAP Financial Measures.”

Exchange Rate Information

Certain information contained in this prospectus is expressed in euro, such as the nominal value of our ordinary shares, share option exercise prices and transactions values in “Related Party Transactions,” among others. The exchange rate between the U.S. dollar and the euro as of December 31, 2011, December 31, 2012, and December 31, 2013 was $1.2939, $1.3215, and $1.3767 respectively, per €1.00 according to the exchange rate according to the European Central Bank and OANDA Corporation.

Presentation of Financial Information

We report under IFRS as issued by the IASB. None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States (GAAP). We have historically conducted our business through Midasplayer International Holding Company p.l.c. (formerly Midasplayer International Holding Company Limited) and its subsidiaries, and therefore our historical financial statements present the results of operations of Midasplayer International Holding Company p.l.c. Prior to the completion of this offering, we will engage in a corporate reorganization and share-for-share exchange as described in “Corporate Structure” pursuant to which Midasplayer International Holding Company p.l.c. will become a wholly-owned subsidiary of King Digital Entertainment plc, a newly formed holding company. Following the corporate reorganization and the completion of this offering, our financial statements will present the results of operations of King Digital Entertainment plc and its consolidated subsidiaries.

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RISK FACTORS

Investing in our ordinary shares involves a high degree of risk. Before you invest in our ordinary shares, you should carefully consider the following risks, as well as general economic and business risks, and all of the other information contained in this prospectus. Any of the following risks could have a material adverse effect on our business, operating results and financial condition and cause the trading price of our ordinary shares to decline, which would cause you to lose all or part of your investment. When determining whether to invest, you should also refer to the other information contained in this prospectus, including our consolidated financial statements and the related notes thereto.

Risks Related to Our Business

We have experienced significant rapid growth in our operations, and we cannot assure you that we will effectively manage our growth.

We have experienced a period of significant rapid growth and expansion in our operations that has placed, and continues to place, significant strain on our management and resources. For example, our staff headcount and the scope and complexity of our business have increased significantly, with the number of employees increasing from 144 as of December 31, 2011 to 665 as of December 31, 2013, and we expect headcount growth to continue for the foreseeable future. Since October 2011, we have also opened five more game studios in Europe to support our growth and game development. The growth and expansion of our business and headcount create significant challenges for our management and operational resources. We cannot assure you that this level of significant growth will be sustainable in the future. In the event of continued growth of our operations, our information technology systems or our internal controls and procedures will need to be scaled to support our operations. In addition, some members of our management do not have significant experience managing a large global business operation, so our management may not be able to manage such growth effectively. We also recently hired our Chief Financial Officer in October 2013. To effectively manage our growth, we must continue to improve our operational and management processes and systems, and identify, hire, integrate, develop and motivate a large number of qualified employees. If we fail to do so, our ability to grow our business could be harmed. As our organization continues to grow, and we are required to implement more complex organizational management structures, we may find it increasingly difficult to maintain the benefits of our corporate culture, including our ability to quickly develop and launch new games. This could negatively affect our business performance.

A small number of games currently generate a substantial majority of our revenue.

In the fourth quarter of 2013, our top three games Candy Crush Saga, Pet Rescue Saga and Farm Heroes Saga accounted for 95% of our total gross bookings (across the web and mobile channels in the aggregate), with Candy Crush Saga accounting for 78% of our total gross bookings (across the web and mobile channels in the aggregate) or 86% and 58% of our mobile channel and web channel gross bookings, respectively. During 2013, we had fewer games launched on the mobile channel than on the web channel. In future periods, we expect Candy Crush Saga to represent a smaller percentage of our total mobile channel gross bookings as we diversify our mobile game portfolio. If the gross bookings of our top games, including Candy Crush Saga are lower than anticipated and we are unable to broaden our portfolio of games or increase gross bookings from those games, we will not be able to maintain or grow our revenue and our financial results could be adversely affected.

We must develop new games and enhance our existing games so that our players will continue to play our games and make purchases of virtual items within our games.

Our continued growth will depend on our ability to regularly develop new games and enhance our existing games in ways that improve the gaming experience for both paying and non-paying players while encouraging the purchase of virtual items within our games. In the event our current game development model ceases to be effective so that a game IP that is popular with VIPs fails to be successful when adapted for mobile and social platforms, our current development costs would increase and our operating results would suffer. It is possible that

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only a small number of our games, if any, becomes successful and generate significant purchases of virtual items. Our ability to successfully develop new games and enhance existing games and their ability to achieve commercial success are subject to a number of challenges, including:

• our need to continually anticipate and respond to changes in the game industry, particularly in the mobile and social platforms;

• our ability to compete successfully against a large and growing number of industry participants;

• our ability to develop and launch new game IP and games on time and on budget;

• our ability to develop new game formats that drive engagement and monetization;

• our ability to adapt to changing player preferences;

• our ability to enhance existing games by adding features and functionality that will encourage continued engagement with the game;

• our ability to hire and retain skilled personnel as we seek to expand our development capabilities;

• our ability to achieve a positive return on our advertising investments and continue to experience success with organic viral growth; and

• the need to minimize and quickly resolve bugs or outages.

If we are unable to develop new and enhance existing games that generate meaningful revenue, our business and financial results could be harmed.

We face significant competition, there are low barriers to entry in the digital gaming industry, and competition is intense.

The digital gaming industry is highly competitive, and we expect more competitors to emerge and a wider range of games, including in the casual category, to be introduced. We face competition from a number of competitors who develop games on social networks, mobile, PC and consoles, some of which include features that compete with our casual games and have community functions where game developers can engage with their players. These competitors include companies such as Electronic Arts Inc., Zynga Inc. and numerous smaller privately-held companies. In addition, we face competition from online game developers and distributors who are primarily focused on specific international markets, such as Tencent Holdings Limited in Asia. Many new developers enter the gaming market on a regular basis, some of which see significant success in a short period of time. We could also face increased competition if large companies with significant online presences such as Amazon.com, Inc., Apple, Inc., Facebook, Inc., Google Inc., The Walt Disney Company or Yahoo! Inc., choose to enter or expand in the games space or develop competing games. Some of these current, emerging and potential competitors have significant resources for developing or acquiring additional games, may be able to incorporate their own strong brands and assets into their games or distribution of their games, have a more diversified set of revenue sources than we do and may be less severely affected by changes in consumer preferences, regulations or other developments that may impact the casual game industry.

As there are relatively low barriers to entry to develop a mobile or online casual game, we expect new game competitors to enter the market and existing competitors to allocate more resources to develop and market competing games and applications. We also compete or will compete with a vast number of small companies and individuals who are able to create and launch games and other content for these devices and platforms using relatively limited resources and with relatively limited start-up time or expertise. Increased competition could result in loss of players or our ability to acquire new players cost-effectively, both of which could harm our business.

Our players may decide to select competing forms of entertainment instead of playing our games.

We also face competition for the leisure time, attention and discretionary spending of our players. Other forms of leisure time activities, such as offline, traditional online, personal computer and console games,

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television, movies, sports, and the Internet, are much larger and more well-established options for consumers. If our players do not find our games to be compelling or if other leisure time activities are perceived by our players to offer greater variety, affordability, interactivity and overall enjoyment, our business could be materially and adversely affected.

If players do not find our casual game formats compelling and engaging, we could lose players and our revenue could decline.

Our most successful games to date have been our games that are in the casual game genre and we intend to continue to develop new games in this genre. In addition, we launch our casual games in our Saga format, which involves the progression of the game through numerous levels and through a background story. It is possible that players could lose interest in this format over time due to a variety of reasons, including the emergence of new formats that players find more engaging, increased popularity of other game titles, or lack of sustained interest or loss of interest in particular games or the genre of games. If large numbers of players were to lose interest in the casual game genre or in our Saga format or if we are not able to develop games in new casual sub-genres or if we cannot develop new game formats, we could lose players, and our revenue and business could be harmed.

Frequent and unpredictable changes in consumer preferences may cause player interest in the casual game format to decline.

Our most successful games to date are in the casual game genre and our future success will depend on the continued popularity of casual games with consumers. Consumer tastes and preferences are subject to frequent changes, and it is possible that new gaming formats could replace casual games in popularity. We may not be able to predict future shifts in gaming formats and may not take timely action to adapt our products to new gaming formats or to develop games that consumers continue to enjoy. If player interest in the casual game format declines, and we are unable to anticipate future consumer preferences in gaming formats, then our business, financial performance and results of operations may be adversely and substantially affected.

We have a relatively short history offering our games on mobile and social platforms on a free-to-play basis. This model and these platforms are relatively new and evolving. These factors make it difficult to evaluate our future prospects and financial results.

Prior to 2010, we primarily generated revenue from online casual skills games with an emphasis on tournament play and from sales of advertising inventory available on our website. With the emergence of mobile and social platforms as a means for broad digital distribution, we began offering some of our games through Facebook beginning in late 2010, on mobile platforms through the Apple App Store and the Google Play Store in 2011 and through the Amazon Appstore and on KakaoTalk in 2013. Accordingly, we have had limited experience offering games using these new distribution platforms, which makes it difficult to effectively assess their long-term prospects. In addition, mobile platforms and social networks have only recently become significant distribution platforms. As a result, we have limited experience with our model and we also have limited information operating in these markets. Thus, it is difficult for us to forecast our future revenue growth, if any, and to plan our operating expenses appropriately, which in turn makes it difficult to predict our future operating results.

If the use of mobile devices as game platforms and the proliferation of mobile devices generally do not increase, our business could be adversely affected.

While the number of people using mobile Internet-enabled devices, such as smartphones and handheld tablets, has increased dramatically in the past few years, the mobile market, particularly the market for mobile games, is still emerging and it may not grow as we anticipate. Our future success is substantially dependent upon the continued growth of use of mobile devices for games. The proliferation of mobile devices may not continue to develop at historical rates and consumers may not continue to use mobile Internet-enabled devices as a platform for games. In addition, we do not yet offer our games on all mobile devices. Therefore, if the mobile

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devices on which our games are available decline in popularity, we could experience a decline or a slow in growth in revenue until we are able to develop versions of our games for other mobile devices or platforms. Any decline in the usage of mobile devices for games could harm our business.

If we are able to develop new games that achieve success, it is possible that these games could divert players of our other games without growing the overall size of our network, which could harm our operating results.

Although it is important to our future success that we develop new games that become popular with players, it is possible that these games could cause players to reduce their playing time and purchases of virtual items in our existing games but without the new games making up the difference. In addition, we also plan to cross-promote our new games in our other games, which could further encourage players of existing games to divert some of their playing time and spend on existing games. If new games do not grow the size of our network or generate sufficient additional purchases of virtual items to offset any declines in purchases from our other games, our revenue could be materially and adversely affected.

Our free-to-play business model depends on purchases of virtual items within our games, and our business, financial condition and results of operations will be materially and adversely affected if we do not continue to successfully implement this model.

We derived nearly all of our revenue from the sale of virtual items in our games during the year ended December 31, 2013. Our games are available to players for free, and we generally generate revenue from them only if they purchase in-game virtual items, such as “boosters” that enhance their skills to help players progress, “extra lives” or “level unlocks” to progress further in the game. If we fail to offer popular virtual items, make unpopular changes to existing virtual items or offer games that do not attract purchases of virtual items, or if our distribution partners make it more difficult or expensive for players to purchase in-game virtual items, our business, financial condition and results of operations will be materially and adversely affected.

A relatively small percentage of our player network accounts for a large portion of our revenue and if we are unable to continue to retain players or if they decrease their spending, our revenue could be harmed.

A relatively small portion of our player network accounts for a large portion of our revenue. For example, during the month of December 2013, approximately 4% of our monthly unique users (MUUs), or approximately 12 million monthly unique payers (MUPs), purchased virtual items from us. If we are unable to continue to offer games that encourage these customers to purchase virtual items, if these players do not continue to play our games, or if we cannot encourage significant additional players to purchase virtual items in our games, we would not be able to sustain our revenue growth rate, and our business would be harmed.

As we achieve greater market penetration, the rate at which we acquire new players will decline, we may fail to retain existing customers, and the number of customers we have will fluctuate, any of which will materially and adversely affect our results of operations and financial condition. 

For the quarter ended December 31, 2013, we had 408 million average monthly average users (MAUs), an increase of 341 million from 67 million for the quarter ended December 31, 2012, or 509%, and an increase of 47 million, or 13%, from 361 million for the quarter ended September 30, 2013. As we achieve greater market penetration, we do not expect to attract new players at a similar rate in the future. Accordingly the growth rates of our MAUs, DAUs and other key operating metrics may decline as compared to the growth rates from historic periods. In order to sustain our revenue, we must attract new players and retain existing players that purchase virtual items. To retain players, we must devote significant resources so that the games they play retain their interest, encourage them to purchase virtual items and attract them to our other games. If the number of our players, the rates at which we attract and retain players, the rate at which players purchase virtual items from us, or the volume and/or price of their purchases declines, our results of operations and financial condition will be adversely affected.

In order to acquire new players, we utilize a variety of marketing channels, including advertising online through mobile and social networks, and on television. Acquiring players can be costly and the effectiveness of

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such efforts can vary widely by game, geography and platform. Furthermore, the success of our business depends in large part on our ability to retain our players, generate revenue from new players and migrate our existing players to new games and new platforms. In 2012 and 2013, we incurred $55 million and $377 million, respectively, in sales and marketing expenses to promote our games. We also encourage our existing players to play our new games and use new platforms through cross-promotions. As our player network continues to evolve, it is possible that the composition of our player network may change in a manner that makes it more difficult to generate sufficient revenue to offset the costs associated with acquiring new players and retaining our current players. Additionally, our cross-promotions may be ineffective or could be restricted by platforms thereby reducing retention of our existing players. If the cost to acquire players is greater than the revenue we generate over time from those players and if we cannot successfully migrate our current players to new games and new platforms as we have historically done so, our business and operating results will be harmed.

We will not maintain our recent annual revenue and gross bookings growth rates.

Our recent annual revenue and gross bookings growth rates should not be considered indicative of our future performance. As we grow our business, we expect these annual growth rates to slow in future periods as the size of our player network increases and as we achieve higher market penetration rates. As these growth rates decline, investors’ perceptions of our business may be adversely affected and the market price of our ordinary shares could decline. For a discussion of movements in gross bookings and revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics—Key Financial Metrics.”

We may not maintain profitability in the future.

Although we were profitable in the past, we expect to make significant investments in growing our business and significantly increase our employee headcount, which could reduce our profitability compared to past periods. In addition, as a public company, we will incur significant accounting, legal and other expenses that we did not incur as a private company. As a result of these increased expenditures, our profitability could decline in future periods. While our revenue has grown substantially from 2011, this growth may not be sustainable, and we may not achieve sufficient revenue growth in future periods to maintain profitability. In future periods, our revenue could decline or grow more slowly than we expect. We also may incur significant losses in the future for a number of reasons, including due to the other risks described in this prospectus, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors. Accordingly, we may not be able to maintain profitability, and we may incur losses in the future.

We may experience fluctuations in our quarterly operating results due to a number of factors, which make our future results difficult to predict.

Our revenue and other operating results could vary significantly from quarter to quarter due to a variety of factors, many of which are outside our control. In addition, we may not be able to accurately predict our future revenue or results of operations. We base our current and future expense levels on our internal operating plans and forecasts, and some of our operating costs are to a large extent fixed in the near term. As a result, we may not be able to reduce our costs quickly enough to compensate for an unexpected shortfall in revenue, and even a small shortfall in revenue could adversely affect financial results for that quarter.

Factors that may contribute to the variability of our quarterly results include:

• the ability of games released in prior periods to sustain their popularity and monetization rates and the popularity and monetization rates of new games or enhancements to existing games released during the quarter;

• a loss of popularity of the casual sub-genres of our games or our Saga game format;

• our ability to maintain and increase the number of our players who purchase virtual items and the volume of their purchases;

• delays in launching our games on mobile or social platforms;

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• changes to the terms and conditions offered by our platform partners and our ability to effectively use those platforms for distribution and marketing;

• the timing of new games released by our competitors;

• fluctuations in the size and rate of growth of overall consumer demand for games on mobile devices and social media or mobile platforms;

• increases in marketing and other operating expenses that we may incur to grow and expand our operations;

• system failures or breaches of data security;

• changes in privacy laws affecting how we may market to our players or use the personal information we collect;

• regulatory changes such as in consumer protection;

• inaccessibility of the distribution platforms for our games;

• changes in accounting rules;

• fluctuations in foreign currency exchange rates; and

• macro-economic conditions and their effect on discretionary consumer spending.

Our core value of putting our players first may conflict with the short-term interests of our business.

One of our core values is that the player comes first in everything we do, which we believe is essential to our success in increasing our growth and engagement and in serving the best, long-term interests of the company and our shareholders. Therefore, we may forgo certain expansion or short-term revenue opportunities that we do not believe will enhance the experience of our players, even if our decision negatively impacts our operating results in the short term. It is possible that our decisions may not result in the long-term benefits that we expect, in which case our business and operating results could be harmed.

If we fail to anticipate or successfully develop games for new technologies, platforms and devices, the quality, timeliness and competitiveness of our games could suffer.

The casual category is characterized by rapid technological changes that can be difficult to anticipate. New technologies, including distribution platforms and gaming devices, such as consoles, connected TVs or a combination of existing and new devices, may force us to adapt our current game development processes or adopt new processes. If consumers shift their time to platforms other than the mobile and social platforms where our games are currently distributed, the size of our audience could decline and our performance could be impacted. It may take significant time and resources to shift our focus to such technologies, platforms and devices, putting us at a competitive disadvantage. Alternatively, we may increase the resources employed in research and development in an attempt to accelerate our development to adapt to these new technologies, distribution platforms and devices, either to preserve our games or a game launch schedule or to keep up with our competition, which would increase our development expenses. We could also devote significant resources to updating developing games to work with such technologies, platforms or devices, and these new technologies, platforms or devices may not experience sustained, widespread consumer acceptance. The occurrence of any of these events could adversely affect the quality, timeliness and competitiveness of our games, or cause us to incur significantly increased costs, which could harm our operating results.

We rely on third-party platforms such as the Apple App Store, the Google Play Store, the Amazon Appstore and Facebook to distribute our games and collect revenue. If we are unable to maintain a good relationship with such platform providers, if their terms and conditions or pricing changed to our detriment, if we violate, or if a platform provider believes that we have violated, the terms and conditions of its platform, or if any of these platforms were unavailable for a prolonged period of time, our business will suffer.

In 2012 and 2013, we derived a majority of our revenue from distribution of our games on the Apple App Store, the Google Play Store, the Amazon Appstore and Facebook, and most of the virtual items we sell are

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purchased using the payments processing systems of these platform providers. These platforms also serve as significant online distribution platforms for our games. We are subject to their standard terms and conditions for application developers, which govern the promotion, distribution and operation of games and other applications on their platforms. In addition, if we violate, or if a platform provider believes that we have violated, its terms and conditions, the particular platform provider may discontinue or limit our access to that platform, which would harm our business. Our business would be harmed if they discontinue or limit our access to their platforms, if their platforms decline in popularity, if they modify their current discovery mechanisms, communication channels available to developers, respective terms of service or other policies, including fees, or change how the personal information of players is made available to developers or develop their own competitive offerings.

We also rely on the continued operation of third-party platforms such as the Apple App Store, the Google Play Store, Facebook, the Amazon Appstore and KakaoTalk. In the past, some of these platform providers have been unavailable for short periods of time or experienced issues with their in-app purchasing functionality. If either of these events recurs on a prolonged, or even short-term, basis or other similar issues arise that impact players’ ability to download our games, access social features or purchase virtual items, it would have a material adverse effect on our revenue, operating results and brand. Furthermore, any change or deterioration in our relationship with these platform providers could materially harm our business and likely cause our share price to decline.

Becoming a public company will increase our compliance costs significantly and require the expansion and enhancement of a variety of financial and management control systems and infrastructure and the hiring of significant additional qualified personnel.

Prior to this offering, we have not been subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (Exchange Act), or the other rules and regulations of the Securities and Exchange Commission (SEC), or any securities exchange relating to public companies. We are working with our legal, independent accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include financial planning and analysis, tax, corporate governance, accounting policies and procedures, internal controls, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, significant changes in these and other areas. However, the expenses that will be required in order to adequately prepare for being a public company could be material. Compliance with the various reporting and other requirements applicable to public companies will also require considerable time and attention of management and will also require us to successfully hire and integrate a significant number of additional qualified personnel into our existing finance, legal, human resources and operations departments.

The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.

We currently depend on the continued services and performance of our key personnel, including Riccardo Zacconi, our Chief Executive Officer, and Sebastian Knutsson, our Chief Creative Officer, and our other executive officers and senior development personnel. Although we have entered into employment agreements with Messrs. Zacconi and Knutsson, the agreements have no specific duration and these employees can terminate their employment at any time, subject to the agreed notice periods and post-termination restrictive covenants. In addition, our games are created, developed, enhanced and supported in our in-house game studios. The loss of key game studio personnel, including members of management as well as key engineering, game development, artists, product, marketing and sales personnel, could disrupt our current games, delay new game development, and decrease player retention, which would have an adverse effect on our business.

As we continue to grow, we cannot guarantee we will continue to attract the personnel we need to maintain our competitive position. In particular, we intend to hire a significant number of engineering, development,

19

operations and design personnel in 2014, and we expect to face significant competition from other companies in hiring such personnel as well as recruiting well-qualified staff in multiple international jurisdictions. As we mature, the incentives to attract, retain and motivate our staff provided by our equity awards or by future arrangements, such as through cash bonuses, may not be as effective as in the past. If we do not succeed in attracting, hiring and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively.

We currently operate in multiple jurisdictions and plan to continue expanding to jurisdictions where we have limited operating experience and may be subject to increased business and economic risks that could affect our financial results.

We plan to continue the expansion of our game offerings to various other jurisdictions, where we have limited or no experience in marketing, developing and deploying our games. For example, we intend to expand our operations in Asia, and some Asian markets have substantial legal and regulatory complexities. We are subject to a variety of risks inherent in doing business internationally, including:

• risks related to the legal and regulatory environment in non-U.S. jurisdictions, including with respect to privacy and data security, and unexpected changes in laws, regulatory requirements and enforcement;

• burdens of complying with a variety of foreign laws in multiple jurisdictions;

• potential damage to our brand and reputation due to compliance with local laws, including requirements to provide player information to local authorities;

• fluctuations in currency exchange rates;

• political, social or economic instability;

• the potential need to recruit and work through local partners;

• cultural differences which may affect market acceptance of our games;

• reduced protection for or increased violation of intellectual property rights in some countries;

• difficulties in managing global operations and legal compliance costs associated with multiple international locations;

• compliance with the U.K. Bribery Act, U.S. Foreign Corrupt Practices Act and similar laws in other jurisdictions;

• natural disasters, including earthquakes, tsunamis and floods;

• inadequate local infrastructure; and

• exposure to local banking, currency control and other financial-related risks.

If we are unable to manage our global operations successfully, our financial results could be adversely affected.

We are dependent on a small number of data center providers and any failure or significant interruption in our network could impact our operations and harm our business.

We host the backend systems that our games use from a primary data center located in Stockholm, Sweden. We have a back-up system also hosted at a separate data center in Stockholm, Sweden. We do not control the operation of these facilities. The owners of our data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our data center operators is acquired, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible lengthy service interruptions in connection with doing so.

Problems faced by our third-party data center locations, with the telecommunications network providers with whom we or they contract, or with the systems by which our telecommunications providers allocate capacity

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among their customers, including us, could adversely affect the experience of our players. Our third-party data center operators could decide to close their facilities without adequate notice. Any financial difficulties, such as bankruptcy, faced by our third-party data centers operators or any of the service providers with which we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict. Any changes in third-party service levels at our data centers or any errors, defects, disruptions, or other performance problems with our games could adversely affect our reputation and adversely affect the game playing experience. If a particular game is unavailable when players attempt to access it or navigation through a game is slower than they expect, players may stop playing the game and may be less likely to return to the game as often, if at all. Interruptions in our services might reduce our revenue, subject us to potential liability, or adversely affect our renewal rates.

To the extent that our disaster recovery systems are not adequate, or we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate increasing traffic, our business and operating results may suffer. Our insurance may be insufficient to compensate us for any losses.

We will need to continue to expand and enhance our network infrastructure to accommodate the growth of our business.

We rely on our internal network infrastructure to manage our operations and to provide us with the data we need to analyze the performance of our business and to report our operational and financial performance accurately. With our recent growth, we have had to invest in expanding and enhancing our network systems and we plan to continue to invest in our network systems, which could involve additional purchases of computer hardware and software as well as the hiring of additional operations personnel. We may not be able to successfully install and implement any new computer hardware and software needed to enhance our operational systems and we may not be able to attract a sufficient number of additional qualified operations personnel. If we are unable to successfully expand and enhance our network infrastructure and operational systems, or experience difficulties in implementing such systems, our business could be harmed.

Catastrophic events may disrupt our business.

Our systems and operations are vulnerable to damage or interruption from fires, floods, power losses, telecommunications failures, cyber attacks, terrorist attacks, acts of war, human errors, break-ins and similar events. Additionally, we rely on our network, data centers and third-party infrastructure and enterprise applications, internal technology systems and our website for our development, marketing and operational support activities. In the event of a catastrophic event, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our application development, lengthy interruptions in our services, breaches of data security and loss of critical data, all of which could have an adverse effect on our future operating results.

Unforeseen “bugs” or errors in our games could harm our brand, which could harm our operating results.

Our games have in the past contained and may in the future contain errors or “bugs” that are not detected until after they are broadly released. Any such errors could harm the overall game playing experience for our players, which could cause players to reduce their playing time or in game purchases, discontinue playing our games altogether, or not recommend our games. Such errors could also result in our games being non-compliant with applicable laws or create legal liability for us. Resolving such errors could also disrupt our operations, cause us to divert resources from other projects, or harm our operating results.

Security breaches could harm our business.

Security breaches have become more prevalent in the technology and gaming industries. We believe that we take reasonable steps to protect the security, integrity and confidentiality of the information we collect, use, store and disclose, but there is no guarantee that inadvertent (e.g., software bugs or other technical malfunctions, employee error or malfeasance, or other factors) or unauthorized data access or use will not occur despite our efforts.

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Although we have not experienced any material security breaches to date, we have in the past experienced and we may in the future experience attempts to disable our systems or to breach the security of our systems. Techniques used to obtain unauthorized access to personal information, confidential information and/or the systems on which such information are stored and/or to sabotage systems change frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures.

If an actual or perceived security breach occurs, the market perception of our security measures could be harmed and we could lose sales and customers and/or suffer other negative consequences to our business. A security breach could adversely affect the game playing experience and cause the loss or corruption of data, which could harm our business, financial condition and operating results. Any failure to maintain the security of our infrastructure could result in loss of personal information and/or other confidential information, damage to our reputation and customer relationships, early termination of our contracts and other business losses, indemnification of our customers, financial penalties, litigation, regulatory investigations and other significant liabilities. In the event of a major third-party security incident, we may incur losses in excess of their insurance coverage. Further, certain incidents that we can experience may not be covered by the insurance that we carry.

Moreover, if a high profile security breach occurs with respect to us or another digital entertainment company, our customers and potential customers may lose trust in the security of our business model generally, which could adversely impact our ability to retain existing customers or attract new ones.

The laws and regulations concerning data privacy and data security are continually evolving; our or our platform providers’ actual or perceived failure to comply with these laws and regulations could harm our business.

Players can play our games online, using third-party platforms and networks and on mobile devices. We collect and store significant amounts of information about our players—both personally identifying and non-personally identifying information. We are subject to laws from a variety of jurisdictions regarding privacy and the protection of this player information. For example, the European Union (EU) has traditionally taken a broader view than the United States and certain other jurisdictions as to what is considered personal information and has imposed greater obligations under data privacy regulations. The U.S. Children’s Online Privacy Protection Act (COPPA) also regulates the collection, use and disclosure of personal information from children under 13 years of age. While none of our games are directed at children under 13 years of age, if COPPA were to apply to us, failure to comply with COPPA may increase our costs, subject us to expensive and distracting government investigations and could result in substantial fines.

Data privacy protection laws are rapidly changing and likely will continue to do so for the foreseeable future. The U.S. government, including the Federal Trade Commission and the Department of Commerce, is continuing to review the need for greater regulation over the collection of personal information and information about consumer behavior on the Internet and on mobile devices and the EU has proposed reforms to its existing data protection legal framework. Various government and consumer agencies worldwide have also called for new regulation and changes in industry practices. In addition, in some cases, we are dependent upon our platform providers to solicit, collect and provide us with information regarding our players that is necessary for compliance with these various types of regulations.

Player interaction with our games is subject to our privacy policy and terms of service. If we fail to comply with our posted privacy policy or terms of service or if we fail to comply with existing privacy-related or data protection laws and regulations, it could result in proceedings or litigation against us by governmental authorities or others, which could result in fines or judgments against us, damage our reputation, impact our financial condition and harm our business. If regulators, the media or consumers raise any concerns about our privacy and data protection or consumer protection practices, even if unfounded, this could also result in fines or judgments against us, damage our reputation, and negatively impact our financial condition and damage our business.

In the area of information security and data protection, many jurisdictions have passed laws requiring notification when there is a security breach for personal data or requiring the adoption of minimum information

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security standards that are often vaguely defined and difficult to implement. Our security measures and standards may not be sufficient to protect personal information and we cannot guarantee that our security measures will prevent security breaches. A security breach that compromises personal information could harm our reputation and result in a loss of player confidence in our products and ultimately in a loss of players, which could adversely affect our business and impact our financial condition. This could also subject us to liability under applicable security breach-related laws and regulations and could result in additional compliance costs, costs related to regulatory inquries and investigations, and an inability to conduct our business.

We are subject to the rules and regulations adopted by the payment card networks, such as Visa and MasterCard, and if we fail to adhere to their rules and regulations, we would be in breach of our contractual obligations to payment processors and merchant banks, which could subject us to damages and liability and could eventually prevent us from processing or accepting credit card payments.

The payment card networks, such as Visa and MasterCard, have adopted rules and regulations that apply to all merchants who process and accept credit cards for payment of goods and services. Parts of our business require us to comply with these rules and regulations as part of the contracts we enter into with payment processors and merchant banks. The rules and regulations adopted by the payment card networks include the Payment Card Industry Data Security Standards (PCI DSS). Under the PCI DSS, we are required to adopt and implement internal controls over the use, storage and security of payment card data to help prevent fraud. If we fail to comply with the rules and regulations adopted by the payment card networks, including the PCI DSS, we would be in breach of our contractual obligations to payment processors and merchant banks. Such failure to comply may subject us to fines, penalties, damages, higher transaction fees, civil liability and loss of certification and could eventually prevent us from processing or accepting debit and credit cards or could lead to a loss of payment processor partners. Further, there is no guarantee that even if we currently comply with the rules and regulations adopted by the payment card networks, we will be able to maintain our compliance. We also cannot guarantee that such compliance will prevent illegal or improper use of our payments systems or the theft, loss or misuse of the debit or credit card data of customers or participants or regulatory or criminal investigations. A failure to adequately control fraudulent credit card transactions would result in significantly higher credit card-related costs and any increases in our credit card and debit card fees could adversely affect our business, operating results and financial condition. Moreover, any such illegal or improper payments could harm our reputation and may result in a loss of service for our customers, which would adversely affect our business, operating results and financial condition.

Cheating programs or guides could affect the player experience and may lead players to stop purchasing virtual items.

Unrelated third parties have developed, and may continue to develop, “cheating” programs or guides that enable players to advance in our games, which could reduce the demand for virtual items. In addition, unrelated third parties could attempt to scam our players with fake offers for virtual items. In addition, vulnerabilities in the design of our applications and of the platforms upon which they run could be discovered after their release, which may result in lost revenue opportunities. This may lead to lost revenue from paying players or increased cost of developing technological measures to respond to these, either of which could harm our business.

If we fail to maintain our brand or further develop widespread brand awareness cost-effectively, our business may suffer.

We believe that developing and maintaining widespread awareness of our brand in a cost-effective manner is critical to achieving widespread acceptance of our games and attracting new players. Brand promotion activities may not generate consumer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brand. In addition, our brand can be harmed if we experience adverse publicity for our games for any reason, including due to “bugs,” outages, security breaches or violations of laws. If we fail to successfully promote and maintain our brand, or incur substantial expenses, we may fail to attract or retain customers necessary to realize a sufficient return on our brand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of our applications.

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If we are unable to maintain and nurture our company culture, our business may be harmed.

We believe that building and maintaining a unique culture benefits our players and staff. As we transition to being a public company and continue staff headcount growth and expand our operations, it will be more challenging to maintain our company culture. If we fail to maintain our culture, we may not be able to recruit and retain talented staff that develop and support highly engaging games for our players and our business may be harmed.

Our business is subject to a variety of laws worldwide, many of which are untested and still developing and which could subject us to further regulation, claims or otherwise harm our business.

We are subject to a variety of laws in Europe, the United States and other non-U.S. jurisdictions, including laws regarding consumer protection (including with respect to the use of email, telephonic, text messaging and other forms of electronic marketing), intellectual property, virtual items and currency, export and national security, all of which are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly laws outside the United States. It is also likely that as our business grows and evolves and our games are played in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions. If we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to modify our games, which would harm our business, financial condition and results of operations. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business and operating results.

It is possible that a number of laws and regulations may be adopted or construed to apply to us in Ireland, the United States, Europe and elsewhere that could restrict the online and mobile industries, including player privacy, advertising, taxation, gaming, copyright, distribution and antitrust. Furthermore, the growth and development of electronic commerce and virtual items and currency may prompt calls for more stringent consumer protection laws that may impose additional burdens on or limitations on operations of companies such as ours conducting business through the Internet and mobile devices. We anticipate that scrutiny and regulation of our industry will increase, and we will be required to devote legal and other resources to addressing such regulation. For example, existing laws or new laws regarding the regulation of currency, banking institutions, unclaimed property and money laundering may be interpreted to cover virtual currency or goods, or laws regarding the regulation of gambling may be interpreted to encompass our games. We have structured and operate our skill tournaments with gambling laws in mind and believe that playing these games does not constitute gambling. However, our skill tournaments could in the future become subject to gambling-related rules and regulations and expose us to civil and criminal penalties. We also sometimes offer our players various types of contests and promotion opportunities. We are subject to laws in a number of jurisdictions concerning the operation and offering of such activities and games, many of which are still evolving and could be interpreted in ways that could harm our business. If these were to occur we might be required to seek licenses, authorizations or approvals from relevant regulators, the granting of which may be dependent on us meeting certain capital and other requirements and we may be subject to additional regulation and oversight, such as reporting to regulators, all of which could significantly increase our operating costs. Changes in current laws or regulations or the imposition of new laws and regulations in the United States, Europe or elsewhere regarding these activities may lessen the growth of casual game services and impair our business.

Changes in the tax treatment of companies engaged in Internet commerce may adversely affect the commercial use of our services and our financial results.

Due to the global nature of the Internet, it is possible that various states or countries might attempt to regulate our transmissions or levy sales, income, consumption, use or other taxes relating to our activities, or impose obligations on us to collect such taxes. Tax authorities in non-U.S. jurisdictions and at the U.S. federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in Internet commerce such as the sale of virtual items and the provision of online services. The imposition of new or revised

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non-U.S. or U.S. federal, state or local tax laws or regulations may subject us or our players to additional sales, income, consumption, use or other taxes. We cannot predict the effect of current attempts to impose such taxes on commerce over the Internet. New or revised taxes and, in particular, sales, use or consumption taxes, the Value Added Tax and similar taxes would likely increase the cost of doing business online and decrease the attractiveness of selling virtual items over the Internet. New taxes could also create significant increases in internal costs necessary to capture data, and collect and remit taxes. Any of these events could have an adverse effect on our business and results of operations.

The intended tax benefits of our corporate structure and intercompany arrangements may not be realized, which could result in an increase to our worldwide effective tax rate and cause us to change the way we operate our business.

Our corporate structure and intercompany arrangements, including the manner in which we develop and use our intellectual property and the transfer pricing of our intercompany transactions, are intended to provide us worldwide tax efficiencies. The application of the tax laws of various jurisdictions to our international business activities is subject to interpretation and also depends on our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing, or determine that the manner in which we operate our business does not achieve the intended tax consequences, which could increase our worldwide effective tax rate and adversely affect our financial position and results of operations.

A certain degree of judgment is required in evaluating our tax positions and determining our provision for income taxes. In the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in foreign currency exchange rates or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. As we operate in numerous taxing jurisdictions, the application of tax laws can be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is not uncommon for taxing authorities in different countries to have conflicting views, for instance, with respect to, among other things, the manner in which the arm’s length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property. In addition, tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. As a result, our tax positions could be challenged and our income tax expenses could increase in the future.

For instance, if tax authorities in any of the countries in which we operate were to successfully challenge our transfer prices, they could require us to reallocate our income to reflect transfer pricing adjustments, which could result in an increased tax liability to us. In addition, if the country from which the income was reallocated did not agree with the reallocation asserted by the first country, we could become subject to tax on the same income in both countries, resulting in double taxation. If tax authorities were to allocate income to a higher tax jurisdiction, subject our income to double taxation or assess interest and penalties, it could increase our tax liability, which could adversely affect our financial position and results of operations.

Failure to protect or enforce our intellectual property rights or the costs involved in such enforcement could harm our business and operating results.

We regard the protection of our trade secrets, copyrights, trademarks, domain names and other intellectual property rights as critical to our success and we rely on trademark and patent law, trade secret protection, copyright law and confidentiality and license agreements to protect our proprietary rights.

We pursue the registration of our domain names, trademarks and service marks in Europe, the United States and in certain additional jurisdictions. We are seeking to protect our trademarks, patents and domain names in an increasing number of jurisdictions, a process that is expensive and time-consuming and may not be successful or

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which we may not pursue in every location. We may, over time, increase our investment in protecting our innovations through increased patent filings that are expensive and time-consuming and may not result in issued patents that can be effectively enforced.

We enter into confidentiality and invention assignment agreements with our employees and contractors and confidentiality agreements with parties with whom we conduct business in order to confirm our ownership of intellectual property and to limit access to, and disclosure and use of, our proprietary information. However, these contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others. Further, our corporate structure includes several different subsidiaries in many countries, which increases our burden with respect to policing our employees’ compliance with their confidentiality obligations. Finally, in some instances we may be required to obtain licenses to intellectual property in lieu of ownership. Such licenses may be limited in scope and require us to renegotiate on a frequent basis for additional use rights. Moreover, to the extent we only have a license to any intellectual property used in any of our games, there may be no guarantee of continued access to such intellectual property, including on commercially reasonable terms.

Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy or otherwise to obtain and use our technology and games. For example, some companies have released games that are very similar to other successful games in an effort to confuse the market and divert players from their competitor’s games to their copycat games. To the extent that these tactics are employed with respect to any of our games, it could reduce our revenue that we generate from these games. Monitoring unauthorized use of our games is difficult and costly, and we cannot be certain that the steps we have taken will prevent piracy and other unauthorized distribution and use of our technology and games, particularly in certain non-U.S. jurisdictions, such as certain Asian jurisdictions, where the laws may not protect our intellectual property rights as fully as in Europe and the United States. To the extent we expand our activities worldwide, our exposure to unauthorized copying and use of our games and proprietary information may increase. In the future, litigation may be necessary to enforce our intellectual property rights, protect our trade secrets to determine the validity and scope of proprietary rights claimed by others or to defend against claims of infringement or invalidity. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity or diversion of management and technical resources, any of which could adversely affect our business and operating results. If we fail to maintain, protect and enhance our intellectual property rights, our business and operating results may be harmed.

There can be no assurance that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology or games. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. These steps may be inadequate to protect our intellectual property. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property.

We could be required to cease certain activities and/or incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.

Some of our competitors may own technology patents, copyrights, trademarks, trade secrets and website content, which they may use to assert claims against us. In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights. Companies in the Internet and technology industries are increasingly bringing and becoming subject to suits alleging infringement of proprietary rights. As we face increasing competition and as litigation becomes a more common way to resolve disputes, we face a higher risk of being the subject of intellectual property infringement claims. Although we have not been subject to successful claims or lawsuits against us in the past, we cannot assure you that we will not become in the future, subject to claims that we have misappropriated or misused other parties’ intellectual property rights. If we are sued by a third party that claims that our technology infringes its rights, the litigation (with or without merit) could be expensive and could divert our management resources.

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The results of any intellectual property litigation to which we might become a party may require us to do one or more of the following:

• cease making, selling, offering for sale or using technologies that incorporate the challenged intellectual property;

• make substantial payments for legal fees, settlement payments or other costs or damages;

• obtain a license, which may not be available on reasonable terms, to sell or use the relevant technology; or

• redesign technology to avoid infringement.

If we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement claims against us, such payments or costs could have a material adverse effect upon our business and financial results.

We use open source software in our games that may subject our software code to general release or require us to re-engineer such code, which may cause harm to our business.

We use open source software in our game development. Some open source software licenses require developers who distribute open source software as part of their software to publicly disclose all or part of the source code to such software or make available any derivative works of the open source code on unfavorable terms or at no cost. The terms of various open source licenses have not been interpreted by courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our games. While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur and we may be required to release our proprietary source code, pay damages for breach of contract, re-engineer our games, discontinue distribution in the event re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our game development efforts, any of which could harm our reputation, result in player losses, increase our costs or otherwise adversely affect our business and operating results.

Risks Related to Investing in a Foreign Private Issuer or an Irish Company

As a foreign private issuer, we are permitted to follow certain home country corporate governance practices in lieu of certain requirements under the New York Stock Exchange listing standards. This may afford less protection to holders of our ordinary shares than U.S. regulations.

As a foreign private issuer whose ordinary shares are listed on the New York Stock Exchange, we are permitted to follow certain home country corporate governance practices in lieu of certain requirements under the New York Stock Exchange listing standards. A foreign private issuer must disclose in its annual reports filed with the SEC each requirement under the New York Stock Exchange listing standards with which it does not comply, followed by a description of its applicable home country practice. Our home country practices in Ireland may afford less protection to holders of our ordinary shares. For example, under Irish law, there is no general statutory requirement for equity compensation plans to be approved by way of shareholder resolution, which is different than the requirements of the New York Stock Exchange listing standards. As such, while we may choose to seek shareholder approval for any equity compensation plans, we do not intend to adopt any requirements for shareholder approval of such plans in our amended and restated memorandum and articles of association. We may rely on exemptions available under the New York Stock Exchange listing standards to a foreign private issuer and follow our home country practices in the future, and as a result, you may not be provided with the benefits of certain corporate governance requirements of the New York Stock Exchange listing standards.

We will be a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less detailed than those of a U.S. issuer.

Upon consummation of this offering, we will report under the Exchange Act, as a foreign private issuer. Because we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain

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provisions of the Exchange Act that are applicable to U.S. public companies, including: the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, we will not be required to provide as detailed disclosure as a U.S. registrant, particularly in the area of executive compensation. It is possible that some investors may not be as interested in investing in our ordinary shares as the securities of a U.S. registrant that is required to provide more frequent and detailed disclosure in certain areas, which could adversely affect our share price.

We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal, accounting and other expenses.

In order to maintain our current status as a foreign private issuer, either (1) a majority of our ordinary shares must be either directly or indirectly owned of record by non-residents of the United States or (2) (a) a majority of our executive officers or directors must not be U.S. citizens or residents, (b) more than 50 percent of our assets cannot be located in the United States and (c) our business must be administered principally outside the United States. If we lost this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC rules and the New York Stock Exchange listing standards. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs. We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to obtain director and officer liability insurance. These rules and regulations could also make it more difficult for us to attract and retain qualified members of our board of directors.

Judgments of U.S. courts may be difficult to enforce in Ireland.

It may not be possible to enforce court judgments obtained in the United States against us in Ireland based on the civil liability provisions of the U.S. federal or state securities laws. In addition, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the U.S. federal or state securities laws or hear actions against us or those persons based on those laws. We have been advised that the United States currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.

Summary judgment against us or our directors or officers, as the case may be, may be granted by the Irish court without requiring the issues in the U.S. litigation to be reopened on the basis that those matters have already been decided by the U.S. court provided that the Irish court is satisfied that:

• the judgment is final and conclusive;

• the U.S. court had jurisdiction to determine the claim(s) (which is a matter of Irish law);

• the U.S. judgment is not impeachable for fraud and is not contrary to Irish rules of natural or substantial justice;

• the enforcement of the judgment will not be contrary to public policy or statute in Ireland;

• the judgment is for a definite sum of money;

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• the Irish proceedings were commenced within the relevant limitation period;

• the judgment is not directly or indirectly for the payment of taxes or other charges of a like nature or a fine or other penalty (for example, punitive or exemplary damages);

• the judgment remains valid and enforceable in the court in which it was obtained unless and until it is set aside; and

• before the date on which the U.S. court gave judgment, the issues in question had not been the subject of a final judgment of an Irish court or of a court of another jurisdiction whose judgment is enforceable in Ireland.

Irish Law may afford less protection to holders of our securities.

As an Irish company, we are governed by the Irish Companies Acts 1963-2013 (Irish Companies Acts), which differ in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have a personal right of action against directors or other officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances. The rights of shareholders to bring proceedings against us or against our directors or officers in relation to public statements are more limited under Irish law than the civil liability provisions of the U.S. securities laws. You should also be aware that Irish law does not allow for any form of legal proceedings directly equivalent to the class action available in U.S. courts. Accordingly, holders of our ordinary shares may have more difficulty protecting their interests than would holders of shares of a corporation incorporated in a jurisdiction of the United States.

Our board of directors may be limited by the Irish Takeover Rules in its ability to defend an unsolicited takeover attempt.

Following the listing of our ordinary shares on the New York Stock Exchange, we will become subject to the Irish Takeover Panel Act, 1997, Irish Takeover Rules 2013 (Irish Takeover Rules), under which we will not be permitted to take certain actions that might “frustrate” an offer for our ordinary shares once our board of directors has received an offer, or has reason to believe an offer is or may be imminent, without the approval of more than 50% of shareholders entitled to vote at a general meeting of our shareholders or the consent of the Irish Takeover Panel. This could limit the ability of our board of directors to take defensive actions even if it believes that such defensive actions would be in our best interests or the best interests of our shareholders.

The operation of the Irish Takeover Rules may affect the ability of certain parties to acquire our ordinary shares.

Under the Irish Takeover Rules if an acquisition of ordinary shares were to increase the aggregate holding of the acquirer and its concert parties to ordinary shares that represent 30% or more of the voting rights of the company, the acquirer and, in certain circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make an offer for the outstanding ordinary shares at a price not less than the highest price paid for the ordinary shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by an acquisition of ordinary shares by a person holding (together with its concert parties) ordinary shares that represent between 30% and 50% of the voting rights in the company if the effect of such acquisition were to increase that person’s percentage of the voting rights by 0.05% within a 12 month period. Following the listing of our ordinary shares on the New York Stock Exchange, under the Irish Takeover Rules, certain separate concert parties (including, among others, our shareholder Apax WW Nominees Ltd. and its affiliates and all of the members of our board of directors) will be presumed to be acting in concert. The application of these presumptions may result in restrictions upon the ability of any of the concert parties and/or members of our board of directors to acquire more of our securities, including under the terms of any executive incentive arrangements. Following the listing of our ordinary shares on the New York Stock Exchange,

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we may consult with the Irish Takeover Panel with respect to the application of this presumption and the restrictions on the ability to acquire further securities although, we are unable to provide any assurance as to whether the Irish Takeover Panel will overrule this presumption. For a description of certain takeover provisions applicable to us, see “Description of Share Capital—Irish Takeover Rules and Substantial Acquisition Rules.” Accordingly the application of the Irish Takeover Rules may frustrate the ability of certain of our shareholders and directors to acquire our ordinary shares.

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation and these differences may make our ordinary shares less attractive to investors.

We are incorporated under Irish law and, therefore, certain of the rights of holders of our shares are governed by Irish law, including the provisions of the Irish Companies Acts, and by our memorandum and articles of association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations and these differences may make our ordinary shares less attractive to investors. The principal differences include the following:

• under Irish law, dividends may only be declared by us if we have, on an individual entity basis, profits available for distribution, within the meaning of the Irish Companies Acts;

• under Irish law, each shareholder present at a meeting has only one vote unless a poll is called, in which case each shareholder gets one vote per share owned;

• under Irish law, unless disapplied in accordance with Irish law in the articles of association of a company or a special resolution of the shareholders, each shareholder generally has preemptive rights to subscribe on a proportionate basis to any issuance of shares, whereas under typical U.S. state law, shareholders generally do not have preemptive rights unless specifically granted in the certificate of incorporation or otherwise;

• under Irish law, certain matters require the approval of 75% of the votes cast at a general meeting of our shareholders, including amendments to our articles of association, which may make it more difficult for us to complete corporate transactions deemed advisable by our board of directors. Under U.S. state law, generally only majority shareholder approval is required to amend the certificate of incorporation or to approve other significant transactions;

• under Irish law, a bidder seeking to acquire us would need, on a tender offer, to receive shareholder acceptance in respect of 80% of our outstanding shares. If this 80% threshold is not achieved in the offer, under Irish law, the bidder cannot complete a “second step merger” to obtain 100% control of us. Accordingly, a tender of 80% of our outstanding ordinary shares will likely be a condition to a tender offer to acquire us, not more than 50% as is becoming more common in tender offers for corporations organized under U.S. state law; and

• under Irish law, shareholders may be required to disclose information regarding their equity interests upon our request, and the failure to provide the required information could result in the loss or restriction of rights attaching to the shares, including prohibitions on the transfer of the shares, as well as restrictions on voting, dividends and other payments.

Following the completion of the transaction, a future transfer of your ordinary shares, other than one effected by means of the transfer of book-entry interests in the Depository Trust Company, may be subject to Irish stamp duty.

Transfers of ordinary shares effected by means of the transfer of book-entry interests in the Depository Trust Company (DTC) will not be subject to Irish stamp duty. It is anticipated that the majority of our shares will be traded through DTC by brokers who hold such shares on behalf of customers. The exemption for transfers of book-entry interests in DTC is available because our shares will be traded on a recognized stock exchange in the United States. However, if you hold ordinary shares directly rather than beneficially through DTC (or through a broker that holds your ordinary shares through DTC), any transfer of your ordinary shares could be subject to

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Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the ordinary shares acquired, which must be paid prior to the registration of the transfer on our official Irish share register). Payment of Irish stamp duty is generally a legal obligation of the transferee. The potential for stamp duty to arise could adversely affect the price of our ordinary shares.

U.S. Holders of our shares could be subject to material adverse tax consequences if we are considered a “passive foreign investment company” for U.S. federal income tax purposes.

We do not believe that we are a passive foreign investment company, and we do not expect to become a passive foreign investment company. However, our status in any taxable year will depend on our assets, income and activities in each year, and because this is a factual determination made annually after the end of each taxable year, there can be no assurance that we will not be considered a passive foreign investment company for the current taxable year or any future taxable years. If we were a passive foreign investment company for any taxable year while a taxable U.S. holder held our shares, such U.S. holder would generally be taxed at ordinary income rates on any sale of our shares and on any dividends treated as “excess distributions.” An interest charge also generally would apply based on any taxation deferred during such U.S. holder’s holding period in the shares. For further discussion, see “Material U.S. Federal Income Tax Consequences to U.S. Holders—Passive Foreign Investment Company.”

Risks Related to Offering and Ownership of Ordinary Shares

In the future, our ability to raise additional capital to expand our operations and invest in our business may be limited, and our failure to raise additional capital, if required, could impair our business.

While we currently anticipate that our available funds will be sufficient to meet our cash needs for at least the next 12 months and beyond, we may need or elect to seek, additional financing at any time. Our ability to obtain financing will depend on, among other things, our development efforts, business plans, operating performance and condition of the capital markets at the time we seek financing. If we need or elect to raise additional funds, we may not be able to obtain additional debt or equity financing on favorable terms, if at all. If we raise additional equity financing, our shareholders may experience significant dilution of their ownership interests and the per share value of our ordinary shares could decline. If we engage in additional debt financing, we may be required to accept terms that further restrict our ability to incur additional indebtedness and force us to maintain specified liquidity or other ratios and limit the operating flexibility of our business. If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:

• develop or enhance our games;

• continue to expand our development, sales and marketing teams;

• acquire complementary technologies, products or businesses;

• expand our global operations;

• hire, train and retain employees;

• respond to competitive pressures or unanticipated working capital requirements; or

• continue our operations.

Our share price may be volatile, and the market price of our ordinary shares after this offering may drop below the price you pay.

Market prices for securities of newly-public companies have historically been particularly volatile in response to various factors, some of which are beyond our control. As a result of this volatility, you may not be able to sell your ordinary shares at or above the initial public offering price in this offering. Some of the factors that may cause the market price for our ordinary shares to fluctuate include:

• fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

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• actual or anticipated fluctuations in our key operating metrics, financial condition and operating results;

• loss of existing players due to declining popularity of existing games or lack of new highly successful games;

• actual or anticipated changes in our growth rate;

• competitors developing more compelling games attracting our players;

• our announcement of actual results for a fiscal period that are lower than projected or expected or our announcement of revenue or earnings guidance that is lower than expected;

• changes in estimates of our financial results or recommendations by securities analysts;

• the loss of, or changes to, one of our other distribution platforms such as the Apple App Store, the Google Play Store, the Amazon Appstore or Facebook;

• changes in market valuations of similar companies;

• success of competitive games or products;

• changes in our capital structure, such as future issuances of securities or the incurrence of debt;

• announcements by us or our competitors of significant products or services, contracts, acquisitions or strategic alliances;

• regulatory developments in Europe, the United States or other countries;

• actual or threatened litigation involving us or our industry;

• additions or departures of key personnel;

• general trends in the gaming industry as a whole;

• share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

• further issuances of ordinary shares by us;

• sales or ordinary shares by our shareholders;

• repurchases of ordinary shares; and

• changes in general economic, industry and market conditions.

In addition, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. These fluctuations may be even more pronounced in the trading market for our shares shortly following this offering. If the market price of our ordinary shares after this offering does not exceed the offering price, you may not realize any return on your investment in us and may lose some or all of your investment. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources, and harm our business, operating results and financial condition. In addition, recent fluctuations in the financial and capital markets have resulted in volatility in securities prices.

We have broad discretion over the use of proceeds we receive in this offering and may not apply the proceeds in ways that increase the value of your investment.

Our management will have broad discretion in the application of the net proceeds from this offering and, as a result, you will have to rely upon the judgment of our management with respect to the use of these proceeds. Our management may spend a portion or all of the net proceeds in ways that not all shareholders approve of or that may not yield a favorable return. The failure by our management to apply these funds effectively could harm our business.

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A significant portion of our total outstanding shares may be sold into the public market in the near future, which could cause the market price of our ordinary shares to drop significantly, even if our business is doing well.

The price of our ordinary shares could decline if there are substantial sales of our ordinary shares, particularly sales by our directors, executive officers and significant shareholders, or if there is a large number of shares of our ordinary shares available for sale. All of the ordinary shares sold in this offering will be available for sale in the public market. Substantially all of our remaining outstanding ordinary shares are currently restricted from resale as a result of market standoff and “lock-up” agreements, as more fully described in “Shares Eligible for Future Sale.” These shares will become available to be sold 181 days after the date of this prospectus. Shares held by directors, executive officers and other affiliates will be subject to volume limitations under Rule 144 under the Securities Act of 1933, as amended (Securities Act), and various vesting restrictions.

Following the completion of this offering, certain of our shareholders will have rights, subject to some conditions, to require us to file registration statements covering their shares to include their shares in registration statements that we may file for ourselves or our shareholders. All of these shares are subject to market standoff or lock-up agreements restricting their sale until 181 days after the date of this prospectus. We also intend to register the ordinary shares that we have issued and may issue under our employee equity incentive plans. Once we register these shares, they will be able to be sold freely in the public market upon issuance subject to the shareholder completing the applicable vesting period in the case of some shares issued under our existing share incentive arrangements, and subject to existing market standoff or lock-up agreements.

J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC may, at their discretion, permit our shareholders to sell shares prior to the expiration of the restrictive provisions contained in those lock-up agreements.

The market price of our ordinary shares could decline as a result of the sale of a substantial number of ordinary shares in the public market or the perception in the market that the holders of a large number of shares intend to sell their shares.

Purchasers of ordinary shares in this offering will experience immediate and substantial dilution in the net tangible book value of their investment.

The initial public offering price of our ordinary shares will be substantially higher than the net tangible book value per share of our outstanding ordinary shares immediately after this offering. Therefore, if you purchase our ordinary shares in this offering, you will incur immediate dilution of $         in the net tangible book value per share from the price you paid based on an assumed initial public offering price of $        , the midpoint of the price range set forth on the cover page of this prospectus. In addition, following the completion of this offering, purchasers of ordinary shares in this offering will have contributed     % of the total consideration paid by our shareholders to acquire our ordinary shares, but will only own     % of our outstanding ordinary shares.

There has been no prior public market for our ordinary shares, and an active trading market may not develop.

Prior to this offering, there has been no public market for our ordinary shares. An active trading market may not develop following completion of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital by selling shares of share capital and may impair our ability to acquire other companies by using our ordinary shares as consideration.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our ordinary shares adversely, our share price and/or trading volume could decline.

The trading market for our ordinary shares will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. Securities and industry

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analysts do not currently, and may never, publish research on us. If no securities or industry analysts commence coverage of our company, our share price and trading volume would likely be negatively impacted. If any of the analysts who may cover us adversely change their recommendation regarding our shares, or provide more favorable relative recommendations about our competitors, our share price would likely decline. If any of the analysts who may cover us were to cease coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

Our directors, executive officers and holders of more than 5% of our ordinary shares prior to this offering together with their affiliates, will continue to have substantial control over us after this offering and will beneficially own, in the aggregate, approximately     % of our outstanding ordinary shares, which could delay or prevent a change in corporate control.

After this offering, our directors, executive officers and holders of more than 5% of our ordinary shares prior to this offering, together with their affiliates, will beneficially own, in the aggregate, approximately     % of our outstanding ordinary shares, including     % held by Apax WW Nominees Ltd. and Index Ventures and their respective affiliates, assuming no exercise of the underwriters’ option to acquire additional ordinary shares in this offering. As a result, these shareholders, acting together, may have the ability to control the outcome of matters submitted to our shareholders for approval, including the election of directors and any sale, merger or consolidation. In addition, these shareholders, acting together, may have the ability to control or influence the management of our affairs. These holders acquired their shares for substantially less than the price of the shares being acquired in this offering, and these holders may have interests, with respect to their shares, that are different from those of investors in this offering and the concentration of voting power among these holders may have an adverse effect on our share price.

We may not pay dividends on our ordinary shares in the future and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our ordinary shares.

We may not pay any cash dividends on our ordinary shares in the future. As a matter of Irish law, we can only pay dividends to the extent that we have distributable reserves and, in the case of cash dividends, cash resources available for this purpose. Any future determination to declare cash dividends will be made at the discretion of our board of directors. In the short term, the distributable reserves will depend on the Irish High Court approval of our resolution to cancel our share premium account (and it is expected that such a cancellation will convert our entire current share premium account that arises from the share-for-share exchange into distributable profits). The ability to pay cash dividends will depend on the extent of any profits available for distribution, subject to compliance with applicable laws, including the Irish Companies Acts which require Irish companies to have profits available for distribution before they can pay dividends, and covenants under our current or any future credit facilities, which may restrict or limit our ability to pay dividends and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. More specifically, our current credit facility contains restrictions on our ability to pay cash dividends. As a result, a return on your investment may only occur if our share price appreciates.

We will seek Irish High Court approval of the creation of distributable reserves. While we expect to receive this approval, it is not guaranteed.

Under Irish law, dividends may only be paid, and share repurchases and redemptions must generally be funded, out of distributable reserves, which we will not have immediately following this offering. The creation of our distributable reserves requires Irish High Court approval, which we expect to receive in the second half of 2014. While we are not currently aware of any reason why the Irish High Court would not approve the creation of our distributable reserves, this matter is solely within the discretion of the Irish High Court. In the event that our distributable reserves are not created, no distributions by way of dividends, share repurchases, redemptions or otherwise will be permitted under Irish law until such time as the group has created sufficient distributable reserves from its trading activities.

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Our existing shareholders may be entitled to pre-emptive rights under Irish law, which could limit our ability to raise funds through future issuances of our ordinary shares.

Subject to specified exceptions, including the opt-out described in our articles of association, Irish law grants statutory pre-emptive rights to existing shareholders to subscribe for new issuances of shares in exchange for cash. The opt-out described in our articles of association must be renewed every five years by a resolution approved by not less than 75% of the votes cast by our shareholders at a general meeting. We expect that we will seek renewal of the opt-out at an annual general meeting within five years from the adoption date of our articles of association, which will have been adopted shortly prior to the completion of this offering. However, we cannot guarantee that the pre-emptive rights opt-out will always be approved. If this opt-out is not renewed, it can make any future equity fundraising more cumbersome, costly and time consuming.

We currently report our financial results under IFRS, which differs in certain significant respect from U.S. GAAP.

Currently we report our financial statements under IFRS. There have been and there may in the future be certain significant differences between IFRS and U.S. GAAP, including differences related to revenue recognition, share-based compensation expense, income tax and earnings per share. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.

In certain limited circumstances, dividends paid by us may be subject to Irish dividend withholding tax.

In certain limited circumstances, dividend withholding tax (DWT), which is currently at a rate of 20%, may arise in respect of dividends, if any, paid on our ordinary shares. A number of exemptions from DWT exist such that certain shareholders resident in the United States and shareholders resident in certain other countries (the “relevant territories”) may be entitled to exemptions from DWT. For a list of these “relevant territories,” and a discussion of the requirement to complete certain Irish DWT declaration forms to qualify for many of the exemptions, see “Taxation—Taxation in Ireland—Dividend Withholding Tax.”

Shareholders resident in the United States that hold their shares through DTC will not be subject to DWT provided the addresses of the beneficial owners is recorded as being within the United States in the particular broker’s records (and such brokers have further transmitted the relevant information to a qualifying intermediary appointed by us).

Dividends paid in respect of shares in an Irish resident company that are owned by (1) residents of the United States and held outside of DTC and (2) shareholders resident in “relevant territories” will not be subject to DWT provided that the shareholder has completed the relevant Irish DWT declaration form and this declaration form remains valid. Such shareholders must provide the relevant Irish DWT declaration form to our transfer agent at least seven business days before the record date for the first dividend payment to which they are entitled. However, other shareholders may be subject to DWT, which could adversely affect the price of your shares.

After the transaction, dividends received by Irish residents and certain other shareholders may be subject to Irish income tax.

A shareholder who is not resident or ordinarily resident for tax purposes in Ireland and who is entitled to an exemption from DWT generally has no liability for Irish income tax or income charges on a dividend from an Irish resident company unless that shareholder holds the shares through a branch or agency that carries on a trade in Ireland. A shareholder who is not resident or ordinarily resident for tax purposes in Ireland and who is not entitled to an exemption from DWT generally has no additional liability for Irish income tax or income charges unless that shareholder holds the shares through a branch or agency which carries on a trade in Ireland. A shareholder’s liability for Irish income tax is effectively limited to the amount of DWT already deducted by the company.

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Irish resident or ordinarily resident individual shareholders may be subject to Irish income tax and income charges such as pay related social insurance (PRSI) and the Universal Social Charge (USC) on dividends received from us. Such shareholders should consult their own tax advisor. Irish resident corporate shareholders should not be subject to tax on dividends from us on the basis that the dividend is not in respect of preference shares. For more information, see “Taxation—Income Tax on Dividends.”

Ordinary shares received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

Irish capital acquisitions tax (CAT) could apply to a gift or inheritance of our ordinary shares irrespective of the place of residence, ordinary residence, or domicile of the parties. This is because our ordinary shares will be regarded as property situated in Ireland. The person who receives the gift or inheritance has primary liability for CAT. See “Taxation—Capital Acquisitions Tax.”

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. Words such as “believe,” “project,” “plan,” “anticipate,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “will,” “may,” “potential,” “continue” or the negative of these terms, and similar expressions intended to identify future events or outcomes indicate such forward-looking statements. Not all forward-looking statements contain these identifying words. Forward-looking statements in this prospectus may include statements about:

• our growth strategies;

• launching new games and additional functionality to games that are commercially successful;

• updating, supporting and sustaining our global franchise games;

• our ability to retain and increase our player base and increase in-game microtransactions;

• our player acquisition costs;

• competition from companies in a number of industries, including other casual game developers and publishers and both large and small, public and private Internet companies;

• our relationships with Apple, Google, Amazon, Facebook and other platforms;

• protecting and developing our brand and intellectual property portfolio;

• our ability to successfully enter new markets and manage our international expansion;

• costs associated with defending intellectual property infringement and other claims;

• attracting and retaining qualified employees and key personnel;

• our future business development, results of operations and financial condition;

• descriptions of tax laws;

• rulings by courts or other governmental authorities;

• the use of proceeds from this offering; and

• assumptions underlying any of the foregoing.

The forward-looking statements included in this prospectus are subject to risks, uncertainties and assumptions. Our actual results of operations may differ materially from those stated in or implied by such forward-looking statements as a result of a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus.

We operate in an evolving environment. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Forward-looking statements speak only as of the date of this prospectus. Except as required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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MARKET DATA AND USER METRICS

Market Data

Unless otherwise indicated, information contained in this prospectus concerning our industry and the market in which we operate, including our general expectations, market position and market opportunity, is based on information from various sources, including independent industry publications by App Annie Limited (App Annie), AppData, a division of Mediabistro Inc. (AppData), comScore, Inc. (comScore), eMarketer Inc. (eMarketer), Flurry, Inc. (Flurry Analytics), Gartner, Inc. (Gartner), International Data Corporation (IDC) and Strategy Analytics Inc. (Strategy Analytics). These industry publications, reports, surveys and forecasts generally indicate that they have obtained their information from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although neither we nor the underwriters have independently verified the accuracy or completeness of the information contained in these industry publications and reports, based on our industry experience we believe that the publications and reports are reliable. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in these publications, reports, surveys and forecasts.

The Gartner report described herein (Gartner Report), represents data, research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, and are not representations of fact. The Gartner Report speaks as of its original publication date (and not as of the date of this prospectus) and the opinions expressed in the Gartner Report are subject to change without notice. Certain information in the text of the prospectus is contained in independent industry publications. This information is identified with a superscript number. The source of, and selected additional information contained in, these independent industry publications are provided below:

1. Strategy Analytics, Inc., Global Smartphone Installed Base Forecast by Operating System for 88 Countries: 2007 to 2018, January 2014.

2. Strategy Analytics, Inc., Tablet Operating Systems Installed Base Forecast by Country: 2010-2017, September 2013.

3. IDC, Worldwide New Media Market Model, July 2013.

4. eMarketer Inc., Social Networking Reaches Nearly One in Four Around the World, June 18, 2013.

5. Gartner, Inc., Forecast: Mobile App Stores, Worldwide, 2013 Update, September 5, 2013.

6. IDC, Worldwide Gaming-Optimized Handheld, Smartphone, and Tablet Gaming 2013-2017 Forecast, April 2013.

7. comScore, Inc., Worldwide Online Gaming Community Reaches 127 Million People, July 10, 2007.

User Metrics

In this prospectus, when we refer to MAUs, MUUs, MUPs, DAUs, MGABPPU and GABPU, unless otherwise indicated, we are referring to information we have compiled based on our internal analytics system. For information concerning these internally-measured metrics, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics—Key Operating Metrics.” We also refer in this prospectus to DAUs and MAUs as measured and published by AppData, an independent service that publicly reports traffic data for games and other applications on third-party platforms such as the Apple App Store, the Google Play Store, the Amazon Appstore and Facebook. We rely on AppData information whenever we refer to the ranking of our games on the third-party platforms. Each of these references is identified by the phrase “according to AppData” or a similar phrase. We base our DAU and MAU data on our own internal analytics system, which may differ from the corresponding information published by AppData.

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For our calculation of non-unique user metrics, an individual who either plays two of our games on a single platform or device, or the same game on two platforms or devices in the relevant period, would be counted as two users. For our calculation of unique user metrics, we did not de-duplicate user data, so that a user who plays our games on multiple platforms or devices in the relevant period will be counted as a unique user for each platform or device on which the user played during the period.

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of $         million, or $         million if the underwriters exercise their option to acquire additional ordinary shares in full from us, based upon an assumed initial public offering price of $         per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

A $1.00 increase (decrease) in the assumed initial public offering price of $         per ordinary share would increase (decrease) the net proceeds to us from this offering by approximately $         million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of one million shares in the number of ordinary shares offered by us would increase (decrease) the net proceeds to us from this offering by approximately $         million, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to create a public market for our ordinary shares, facilitate access to the public equity markets, increase our visibility in the marketplace, as well as to obtain additional capital. We intend to use the net proceeds from this offering for working capital and other general corporate purposes, which may include acquisitions. We have not allocated any specific portion of the net proceeds to any particular purpose, and our management will have the discretion to allocate the proceeds as it determines. Pending these uses, we intend to invest the net proceeds to us from the offering in short-term, investment-grade, interest-bearing instruments. We will not receive any of the proceeds from sales of ordinary shares by the selling shareholders.

DIVIDEND POLICY

On October 21, 2013, our board of directors declared a dividend of $2.624 per share with respect to our equity securities that are eligible to receive dividends, amounting to a total dividend of $287 million in aggregate, which was paid on October 24, 2013. On January 31, 2014, our board of directors declared a dividend of $1.987 per share with respect to our equity securities that are eligible to receive dividends, amounting to a total dividend of $217 million in the aggregate, which was paid on February 6, 2014.

Our ability to pay dividends on our ordinary shares in the future is limited by restrictions, including under Irish law and under our asset-based loan facility (ABL Credit Facility). Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. Furthermore, as a matter of Irish law, the ability to pay dividends will depend on the extent of any profits available for distribution, subject to compliance with applicable laws, including the Irish Companies Acts, which require Irish companies to have profits available for distribution before they can pay dividends and, in the case of cash dividends, cash resources available for this purpose. In the short term, the distributable reserves will depend on the Irish High Court approval of our resolution to cancel our share premium account (and it is expected that such a cancellation will convert our entire current share premium account that arises from the share-for-share exchange into distributable profits).

Cash dividends on our ordinary shares, if any, are expected to be paid in U.S. dollars. As we are an Irish company, dividend withholding tax (DWT), currently at a rate of 20%, will arise in respect of dividends or other distributions to our shareholders unless an exemption applies. Where DWT does arise, we are responsible for deducting DWT at source and accounting for the relevant amount to the Irish Revenue Commissioners. For additional information on Irish tax considerations and limits on our ability to pay dividends, see “Taxation—Taxation in Ireland—Dividend Withholding Tax” and “Description of Share Capital—Dividends.”

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2013:

• on an actual basis;

• on a pro forma basis to give effect to the conversion of all of our outstanding A, B, C, D1, D2 and D3 ordinary shares and A and B preference shares into ordinary shares prior to the completion of this offering, based upon an assumed initial public offering price of $             per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus, the repurchase of our outstanding E ordinary shares in January 2014, the acquisition and cancellation of our deferred shares and A deferred shares, and the declaration and payment of a dividend to shareholders of $217 million in the aggregate in February 2014; and

• on a pro forma as adjusted basis to give further effect to the issuance and sale by us of                     ordinary shares in this offering at an assumed initial public offering price of $         per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of our initial public offering determined at pricing. You should read this table together with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

	As of December 31, 2013
	Actual		Pro Forma	Pro Forma As Adjusted
(in thousands, except share and per share data)
Cash and cash equivalents	$	408,695	$	$
Shareholders’ equity:
Share capital:
Ordinary shares, €0.000149 nominal value, 1,332,040,455 shares authorized, 256,648,366 shares issued and outstanding, actual; ordinary shares, $             nominal value,              shares authorized,              shares issued and outstanding, pro forma; ordinary shares, $             nominal value,              shares authorized,              shares issued and outstanding, pro forma as adjusted		65
Preference shares, €0.000149 nominal value, 76,243,000 shares authorized, 71,431,000 issued and outstanding, actual; preference shares, $             nominal value,              shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted		—
Other reserves		65,995
Retained earnings		301,327
Total shareholders’ equity		367,387
Total capitalization	$	367,387	$	$

The table above excludes:

• 7,621,995 ordinary shares issuable upon the exercise of share options outstanding as of December 31, 2013 with a weighted-average exercise price of €9.255 per share;

• 3,107,672 ordinary shares issuable upon the exercise of share options granted between January 1, 2014 and February 18, 2014 with a weighted-average exercise price of €55.226 per share;

41

• 1,000 ordinary shares issued between January 1, 2014 and February 18, 2014 with a subscription price of €0.000149 per share and              ordinary shares issuable upon conversion of D3 ordinary shares issued between January 1, 2014 and February 18, 2014 with a subscription price of €             per share, based upon an assumed initial public offering price of $             per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus;

• 89,500 ordinary shares issuable upon the exercise of shadow options outstanding as of December 31, 2013 with an exercise price of €0.000149 per share;

• 67,000 ordinary shares issued on February 14, 2014 in connection with our acquisition of all outstanding shares of another company; and

•                     ordinary shares that may be issued under our 2014 Plan. Immediately prior to the completion of this offering, we intend to grant awards under our 2014 Plan. Our 2014 Plan will provide for automatic annual increases in the number of shares reserved thereunder, as more fully described in “Management—Share Incentive Arrangements—Post-offering Share Incentive Arrangements.”

42

DILUTION

If you invest in our ordinary shares in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share of our ordinary shares and the pro forma as adjusted net tangible book value per share of our ordinary shares immediately following the completion of this offering.

Our pro forma net tangible book value as of December 31, 2013 was $         million, or $         per share. Pro forma net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of our ordinary shares outstanding as of December 31, 2013, after giving effect to the conversion of all of our outstanding A, B, C, D1, D2 and D3 shares and A and B preference shares into ordinary shares prior to the completion of this offering, based upon an assumed initial public offering price of $             per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus, the repurchase of all of our outstanding E ordinary shares in January 2014, and the declaration and payment of a dividend to shareholders of $217 million in the aggregate in February 2014.

After giving effect to the sale by us of                     ordinary shares in this offering at an assumed initial public offering price of $         per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2013, would have been $         million, or $         per share. This amount represents an immediate increase in pro forma net tangible book value of $         per share to our existing shareholders and an immediate dilution of $         per share, or     %, to new investors purchasing ordinary shares in this offering.

Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of December 31, 2013	$
Increase in pro forma net tangible book value per share attributable to new investors purchasing shares in this offering
Pro forma as adjusted net tangible book value per share
Dilution in pro forma per share to new investors in this offering		$

A $1.00 increase (decrease) in the assumed initial public offering price of $         per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted net tangible book value per share after this offering by $         per share and increase (decrease) the dilution to new investors by $         per share, in each case assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions.

If the underwriters exercise their option to acquire additional ordinary shares in full from us, the pro forma as adjusted net tangible book value per share after this offering would be $         per share, the increase in pro forma as adjusted net tangible book value per share to existing investors would be $         per share, and the dilution per share to new investors purchasing shares in this offering would be $         per share, in each case assuming an initial offering price of $         per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus.

43

The following table summarizes, as of December 31, 2013, on the pro forma as adjusted basis described above, the number of our ordinary shares, the total consideration and the average price per share (1) paid to us by existing shareholders and (2) to be paid by new investors purchasing our ordinary shares in this offering at an assumed initial public offering price of $         per share, the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions.

	Shares Acquired				Total Consideration				Average Price Per Share
	Number	Percent			Amount	Percent
Existing shareholders				%	$			%	$
New investors									$
Total			100	%	$		100	%

The total number of shares reflected in the discussion and tables above is based on                     ordinary shares outstanding as of December 31, 2013 and does not reflect the shares purchased by new investors from the selling shareholders. The discussion and tables above assume no exercise of any outstanding share options or shadow options. To the extent that any of these events occur, there will be further dilution to new investors.

Sales by the selling shareholders in this offering will cause the number of ordinary shares held by existing shareholders to be reduced to             shares, or         % of the total number of our ordinary shares outstanding following the completion of this offering, and will increase the number of shares held by new investors to              shares, or         % of the total number of shares outstanding following the completion of this offering.

In addition, if the underwriters’ option to acquire additional ordinary shares from us and the selling shareholders is exercised in full, the number of shares held by the existing shareholders following the completion of this offering would be reduced to                     shares or     % of the total number of shares outstanding after this offering, and the number of shares held by new investors would be increased to                      shares, or     % of the total number of shares outstanding the completion of this offering.

The number of ordinary shares to be outstanding after this offering is based on 119,845,933 ordinary shares outstanding as of December 31, 2013 and excludes:

• 7,621,995 ordinary shares issuable upon the exercise of share options outstanding as of December 31, 2013 with a weighted-average exercise price of €9.255 per share;

• 3,107,672 ordinary shares issuable upon the exercise of share options granted between January 1, 2014 and February 18, 2014 with a weighted-average exercise price of €55.226 per share;

• 1,000 ordinary shares issued between January 1, 2014 and February 18, 2014 with a subscription price of €0.000149 per share and              ordinary shares issuable upon conversion of D3 ordinary shares issued between January 1, 2014 and February 18, 2014 with a subscription price of €             per share, prior to the completion of this offering, based upon an assumed initial public offering price of $             per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus;

• 89,500 ordinary shares issuable upon the exercise of shadow options outstanding as of December 31, 2013 with an exercise price of €0.000149 per share;

• 6,891,152 ordinary shares issuable upon conversion of all E ordinary shares with a subscription price of €0.000149 per share that were repurchased in January 2014;

• 67,000 ordinary shares issued on February 14, 2014 in connection with our acquisition of all outstanding shares of another company; and

•                     ordinary shares that may be issued under our 2014 Plan. Immediately prior to the completion of this offering, we intend to grant awards under our 2014 Plan. Our 2014 Plan will provide for automatic annual increases in the number of shares reserved thereunder, as more fully described in “Management—Share Incentive Arrangements—Post-offering Share Incentive Arrangements.”

44

CORPORATE STRUCTURE

We were originally incorporated as Midasplayer.com Limited in September 2002, a company organized under the laws of England and Wales. In December 2006, we established Midasplayer International Holding Company Limited, a limited liability company incorporated under the laws of Malta, which became the holding company of Midasplayer.com Limited and our other wholly-owned subsidiaries. The status of Midasplayer International Holding Company Limited changed to a public limited liability company in November 2013 and its name changed to Midasplayer International Holding Company p.l.c. Prior to completion of this offering, King Digital Entertainment plc, a company incorporated under the laws of Ireland and created for the purpose of facilitating the public offering contemplated hereby, will become our current holding company by way of a share-for-share exchange in which the existing shareholders of Midasplayer International Holding Company p.l.c. will exchange their shares in Midasplayer International Holding Company p.l.c. for shares having substantially the same rights in King Digital Entertainment plc. Upon the exchange, the historical consolidated financial statements of Midasplayer International Holding Company p.l.c. included in this prospectus will become the historical consolidated financial statements of King Digital Entertainment plc. Our registered office is located at Fitzwilton House, Wilton Place, Dublin 2, Ireland and our telephone number is +44 (0) 20 3451 5464. We have additional offices in Stockholm and Malmö, Sweden; Barcelona, Spain; Bucharest, Romania; London, United Kingdom; St. Julians, Malta; and San Francisco, California.

All of our operations are conducted through various subsidiaries, which are organized and operated according to the laws of their country of incorporation.

The following chart shows our corporate structure after giving effect to the reorganization described above:

45

SELECTED CONSOLIDATED FINANCIAL DATA

You should read the following selected consolidated financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this prospectus.

We have historically conducted our business through Midasplayer International Holding Company p.l.c. (formerly Midasplayer International Holding Company Limited) and its subsidiaries and, therefore, our historical financial statements present the results of operations of Midasplayer International Holding Company p.l.c. Prior to completion of this offering, King Digital Entertainment plc, a company incorporated under the laws of Ireland and created for the purpose of facilitating the public offering contemplated hereby, will become our current holding company by way of a share-for-share exchange in which the existing shareholders of Midasplayer International Holding Company p.l.c. will exchange their shares in Midasplayer International Holding Company p.l.c. for shares having substantially the same rights in King Digital Entertainment plc, which will have nominal assets and liabilities and will not have conducted any operations prior to the completion of this offering. Upon the exchange, the historical consolidated financial statements of Midasplayer International Holding Company p.l.c. included in this prospectus will become the historical consolidated financial statements of King Digital Entertainment plc. Upon the completion of this offering, the corporate reorganization will be reflected retroactively in King Digital Entertainment plc’s earnings (loss) per share calculations. See “Corporate Structure.”

The consolidated statements of operations data for the years ended December 31, 2011, 2012 and 2013 and the consolidated statements of financial position data as of December 31, 2012 and 2013 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated statements of operations data for the year ended December 31, 2010 and the consolidated statements of financial position data as of December 31, 2010 and 2011 are derived from our audited consolidated financial statements not included in this prospectus. The consolidated statements of operations data for the year ended December 31, 2009 and the consolidated statements of financial position data as of December 31, 2009 are derived from our unaudited consolidated financial statements not included in this prospectus. Our financial statements are prepared in accordance with IFRS as issued by the IASB. Our historical results are not necessarily indicative of the results that should be expected in any future period.

	Year Ended December 31,
	2009		2010			2011			2012		2013
Consolidated Statements of Operations Data:
(in thousands, except per share data)
Revenue	$	59,722	$	58,448		$	63,901		$	164,412	$	1,884,301
Costs and expenses (1):
Cost of revenue		25,065		29,655			25,915			54,713		584,358
Research and development		5,758		8,156			12,373			28,600		110,502
Sales and marketing		14,601		13,042			18,402			55,188		376,898
General and administrative		7,116		6,049			7,958			14,846		96,537
Total costs and expenses		52,540		56,902			64,648			153,347		1,168,295
Total revenue less expenses		7,182		1,546			(747	)		11,065		716,006
Net finance income (costs)		160		76			49			52		(1,731	)
Profit (loss) before tax		7,342		1,622			(698	)		11,117		714,275
Tax expense (credit)		1,563		(122	)		617			3,272		146,681
Profit (loss)	$	5,779	$	1,744		$	(1,315	)	$	7,845	$	567,594
Earnings (loss) per share attributable to the equity holders of the company (2):
Basic	$	0.04	$	0.01		$	(0.01	)	$	0.07	$	4.65
Diluted	$	0.04	$	0.01		$	(0.01	)	$	0.06	$	4.38

(footnotes appear on following page)

46

	Year Ended December 31,
	2011			2012			2013
Other Financial Data:
(in thousands, except percentage data)
Gross bookings (3)	$	77,706		$	181,570		$	1,979,821
Adjusted EBITDA (4)	$	4,442		$	28,478		$	824,742
Adjusted EBITDA margin (5)		7	%		17	%		44	%

(1) Costs and expenses include share-based compensation expense as follows (in thousands):

	Year Ended December 31,
	2009		2010		2011		2012		2013
Share-based compensation:
Cost of revenue	$	—	$	—	$	—	$	635	$	3,410
Research and development		—		—		784		5,299		40,781
Sales and marketing		—		—		67		2,006		1,212
General and administrative		77		17		770		1,678		9,886
Total share-based compensation expense	$	77	$	17	$	1,621	$	9,618	$	55,289

(2) See Note 10 to our consolidated financial statements for further details on the calculation of basic and diluted earnings (loss) per share attributable to equity holders of the company during the year.

(3) Gross bookings is defined as the total amount paid by our users for virtual items and for access to skill tournaments. See “—Non-GAAP Financial Measures—Gross Bookings” for a description of how we calculate gross bookings and for a reconciliation between gross bookings and revenue.

(4) Adjusted EBITDA is profit (loss), adjusted for provision for income taxes, other income (expense), net finance income (cost), depreciation, amortization, share-based and other-equity related compensation (including social security charges associated therewith), and changes in deferred revenue. See “—Non-GAAP Financial Measures—Adjusted EBITDA and Adjusted EBITDA Margin” for a description of how we calculate adjusted EBITDA and for a reconciliation between adjusted EBITDA and profit (loss).

(5) Adjusted EBITDA margin is adjusted EBITDA as a percentage of adjusted revenue. See “—Non-GAAP Financial Measures—Adjusted EBITDA and Adjusted EBITDA Margin” for a description of how we calculate adjusted EBITDA margin and for a reconciliation between adjusted EBITDA margin and profit (loss) and see “—Non-GAAP Financial Measures—Adjusted Revenue” for a reconciliation between adjusted revenue and revenue.

	As of December 31,
	2009		2010		2011		2012		2013
Consolidated Statements of Financial Position Data:
(in thousands)
Cash and cash equivalents	$	27,101	$	25,611	$	21,658	$	27,912	$	408,695
Trade and other receivables		5,718		5,585		7,292		33,401		216,881
Total assets		38,150		36,682		35,804		75,223		806,863
Trade and other payables		13,171		13,589		15,467		31,948		172,107
Deferred revenue		—		—		2,326		5,681		10,942
Total liabilities		15,496		13,473		18,923		41,692		439,476
Share capital		27		27		24		25		65
Total shareholders’ equity		22,654		23,209		16,881		33,531		367,387

47

The following unaudited quarterly consolidated statements of operations data for each of the quarters indicated have been prepared on a basis consistent with our audited annual consolidated financial statements. The following quarterly financial data should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus.

	Quarter Ended
	Mar. 31, 2012			Jun. 30, 2012			Sep. 30, 2012		Dec. 31, 2012		Mar. 31, 2013		Jun. 30, 2013		Sep. 30, 2013			Dec. 31, 2013
Quarterly Consolidated Statements of Operations Data: (in thousands)
Revenue	$	21,626		$	31,903		$	41,274	$	69,609	$	205,918	$	455,472	$	621,196		$	601,715
Costs and expenses
Cost of revenue		9,473			10,974			13,084		21,182		64,014		142,421		188,716			189,207
Research and development		4,170			5,220			6,091		13,119		22,183		28,761		11,039			48,519
Sales and marketing		6,220			14,266			12,339		22,363		47,629		112,843		110,164			106,262
General and administrative		2,217			2,954			4,351		5,324		6,514		16,285		22,786			50,952
Total costs and expenses		22,080			33,414			35,865		61,988		140,340		300,310		332,705			394,940
Total revenue less expenses		(454	)		(1,511	)		5,409		7,621		65,578		155,162		288,491			206,775
Net finance income (costs)		8			21			12		11		3		7		(1,795	)		54
Profit (loss) before tax		(446	)		(1,490	)		5,421		7,632		65,581		155,169		286,696			206,829
Tax expense		258			490			974		1,550		12,930		29,254		56,914			47,583
Profit (loss)	$	(704	)	$	(1,980	)	$	4,447	$	6,082	$	52,651	$	125,915	$	229,782		$	159,246
Other Data:
Capital expenditures (1)	$	966		$	1,529		$	939	$	1,823	$	3,486	$	4,163	$	6,867		$	8,442

(1) Includes purchases of intangible assets.

Non-GAAP Financial Measures

In this prospectus, we use gross bookings, adjusted revenue, adjusted EBITDA and adjusted EBITDA margin. These measures are not calculated in accordance with IFRS or U.S. GAAP and we collectively refer to these as non-GAAP financial measures.

Gross Bookings

Gross bookings is a non-GAAP financial measure that is not calculated in accordance with IFRS. Gross bookings is equal to the total amount paid by our users for virtual items and for access to skill tournaments. In these periods, gross bookings included amounts paid for advertising space, which have become immaterial in recent periods.

We use gross bookings to evaluate the results of our operations, generate future operating plans and assess our performance. While we believe that this non-GAAP financial measure provides a meaningful measurement of our business performance during a particular period because it measures the total cash spend by our players in the period, this information should be considered as supplemental in nature and is not meant as a substitute for revenue recognized in accordance with IFRS. In addition, other companies, including companies within our industry, may calculate gross bookings differently or not at all, which reduces its usefulness as a comparative measure.

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The following table reflects the reconciliation of revenue to gross bookings for each of the periods indicated (in thousands):

	Year Ended									Quarter Ended
	December 31,									Mar. 31, 2012			Jun. 30, 2012			Sep. 30, 2012			Dec. 31, 2012			Mar. 31, 2013			Jun.  30, 2013			Sep. 30, 2013			Dec. 31, 2013
	2011			2012			2013
Reconciliation of Revenue to Gross Bookings:
Revenue	$	63,901		$	164,412		$	1,884,301		$	21,626		$	31,903		$	41,274		$	69,609		$	205,918		$	455,472		$	621,196		$	601,715
Sales tax		7,277			11,891			99,688			2,209			2,566			2,700			4,416			14,735			23,338			30,085			31,530
Other income(1)		(1,870	)		(3,181	)		(14,917	)		(549	)		(620	)		(606	)		(1,406	)		(3,497	)		(4,825	)		(4,153	)		(2,442	)
Movement in player wallet and other adjustments(2)		6,052			5,106			5,483			1,229			1,438			1,092			1,347			1,339			1,208			1,337			1,599
Change in deferred revenue		2,346			3,342			5,266			4,625			2,272			(1,005	)		(2,550	)		101			5,726			(285	)		(276	)
Gross bookings	$	77,706		$	181,570		$	1,979,821		$	29,140		$	37,559		$	43,455		$	71,416		$	218,596		$	480,919		$	648,180		$	632,126

(1) Other income includes other marketing-related rebates from platform providers, European Union sales tax rebates from platform providers and other immaterial and minor elements of income related to skill tournaments.

(2) Calculated as the change of the net withdrawable cash balance in skill tournament players’ accounts after adjustments for tournament fees, deposits, withdrawals, chargebacks and confiscated funds.

Adjusted Revenue

Adjusted revenue is a non-GAAP financial measure that is not calculated in accordance with IFRS. We define adjusted revenue as revenue adjusted for changes in deferred revenue. We believe that adjusted revenue is a useful metric for calculating adjusted EBITDA margin and understanding our operating results and ongoing profitability.

The following table reflects the reconciliation of revenue to adjusted revenue for each of the periods indicated (in thousands):

	Year Ended						Quarter Ended
	December 31,						Mar.  31, 2012		Jun.  30 2012		Sep. 30, 2012			Dec. 31, 2012			Mar. 31, 2013		Jun. 30, 2013		Sep. 30, 2013			Dec. 31, 2013
	2011		2012		2013
Reconciliation of Revenue to Adjusted Revenue:
Revenue	$	63,901	$	164,412	$	1,884,301	$	21,626	$	31,903	$	41,274		$	69,609		$	205,918	$	455,472	$	621,196		$	601,715
Change in deferred revenue		2,346		3,342		5,266		4,625		2,272		(1,005	)		(2,550	)		101		5,726		(285	)		(276	)
Adjusted revenue	$	66,247	$	167,754	$	1,889,567	$	26,251	$	34,175	$	40,269		$	67,059		$	206,019	$	461,198	$	620,911		$	601,439

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures that are not calculated in accordance with IFRS. We define adjusted EBITDA as profit (loss), adjusted for income tax expense, other income (expense), net finance income (costs), depreciation, amortization, share-based and other equity-related compensation (including social security charges associated therewith) and changes in deferred revenue. We define adjusted EBITDA margin as adjusted EBITDA as a percentage of adjusted revenue. We believe that adjusted EBITDA and adjusted EBITDA margin are useful metrics for investors to understand and evaluate our operating results and ongoing profitability because it permits investors to evaluate our recurring profitability from our ongoing operating activities. We also use these measures internally to establish forecasts, budgets and operational goals and to manage and monitor our business, as well as evaluating our ongoing and historical performance.

49

Adjusted EBITDA and adjusted EBITDA margin have certain limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results of operations as reported under IFRS. These limitations include:

• adjusted EBITDA does not include change in deferred revenue, other income (expense), which includes foreign exchange gains and losses;

• adjusted EBITDA does not include share-based and other equity-related compensation expense (includes social security charges associated therewith) and periodic charges; and

• other companies, including companies in our industry, may calculate adjusted EBITDA differently or not at all, limiting its usefulness as a direct comparative measure.

The following table reflects the reconciliation of profit (loss) to adjusted EBITDA for each of the periods indicated (in thousands, except percentage data):

	Year Ended									Quarter Ended
	December 31,									Mar. 31, 2012			Jun. 30, 2012			Sep. 30, 2012			Dec. 31, 2012			Mar. 31, 2013			Jun. 30, 2013			Sep. 30, 2013			Dec. 31, 2013
	2011			2012			2013
Reconciliation of Profit (Loss) to Adjusted EBITDA:
Profit (loss)	$	(1,315	)	$	7,845		$	567,594		$	(704	)	$	(1,980	)	$	4,447		$	6,082		$	52,651		$	125,915		$	229,782		$	159,246
Add:
Income tax expense		617			3,272			146,681			258			490			974			1,550			12,930			29,254			56,914			47,583
Other income (expense) , net		(859	)		112			1,041			310			(1,170	)		752			220			(589	)		267			675			688
Net finance (income) costs		(49	)		(52	)		1,731			(8	)		(21	)		(12	)		(11	)		(3	)		(7	)		1,795			(54	)
Share-based and other equity-related compensation(1)		1,644			11,133			96,066			757			3,524			1,662			5,190			15,298			21,654			(485	)		59,599
Change in deferred revenue		2,346			3,342			5,266			4,625			2,272			(1,005	)		(2,550	)		101			5,726			(285	)		(276	)
Depreciation and amortization		2,058			2,826			6,363			548			614			715			949			1,034			1,345			1,798			2,186
Adjusted EBITDA	$	4,442		$	28,478		$	824,742		$	5,786		$	3,729		$	7,533		$	11,430		$	81,422		$	184,154		$	290,194		$	268,972
Adjusted EBITDA margin		7	%		17	%		44	%		22	%		11	%		19	%		17	%		40	%		40	%		47	%		45	%

(1) Includes the vested portion of a special grant of $24 million, for the quarter ended December 31, 2013, paid in cash on a per share or per award basis to our current personnel and directors that hold equity securities or other share-based incentive awards. A second special grant was made in early 2014. No future grants are expected. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Dividends and Other Payments.”

50

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The consolidated financial statements included elsewhere in this prospectus, which are the subject of the following discussion and analysis, are those of Midasplayer International Holding Company p.l.c. (formerly Midasplayer International Holding Company Limited) and its consolidated subsidiaries. We have historically conducted our business through Midasplayer International Holding Company p.l.c. and its subsidiaries, and therefore our historical financial statements present the financial condition and results of operations of Midasplayer International Holding Company p.l.c. Upon completion of the share-for-share exchange, Midasplayer International Holding Company p.l.c. will become our wholly-owned subsidiary. See “Corporate Structure.”

You should read the following discussion and analysis of our financial condition and results of our operations in conjunction with the consolidated financial statements and related notes of Midasplayer International Holding Company p.l.c. included elsewhere in this prospectus for each of the years ended December 31, 2011, 2012 and 2013. Our financial statements are prepared in accordance with IFRS as issued by the IASB. Our historical results are not necessarily indicative of the results that should be expected in the future. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in “Risk Factors” and elsewhere in this prospectus.

Overview

We are a leading interactive entertainment company for the mobile world. In December 2013, an average of 128 million DAUs played our games more than 1.2 billion times per day. We make casual games, which appeal to a wide and growing audience. Users access our games for free anywhere and anytime they wish to, either on their mobile devices, through social networks or via our website, king.com. The combination of wide game appeal, accessibility, and our multi-platform capabilities enables us to attract a broad user base, foster viral growth, and create a compelling, fun and social experience. We generate revenue primarily through sales of virtual items by means of microtransactions, where certain of our users pay for items and features that enhance their entertainment experience, such as extra lives, boosters and additional game content.

We have been developing and publishing online casual games since 2003. Following our formation, we became a leading game portal, developing and publishing proprietary games in a tournament format through our website, as well as distributing our content on other leading web portals of the time, such as AOL, MSN and Yahoo!. In recent years, as the market has shifted materially to mobile and social platforms, we have embraced new distribution channels for our games such as the Apple App Store, the Google Play Store, Facebook, the Amazon Appstore and KakaoTalk and by doing so have significantly expanded our reach and market opportunity. Today, the majority of our users now access our content through their mobile devices, a trend that continues to grow.

During the last decade, we have developed a proprietary catalog of more than 180 game IPs across a wide range of casual sub-genres, which we continue to grow. We use a well-practiced, low-cost, low risk process for game development where we have typically developed a new game IP with a team of three people in 20 weeks. We launch new game IPs on our royalgames.com website, where we receive rapid feedback from our core user base of VIP customers. We then identify the games that we believe have the highest potential, based on deep performance analytics and our historical experience, and enhance them with additional features and capabilities in our Saga format before releasing them on other leading distribution channels, such as the Apple App Store, the Google Play Store, the Amazon Appstore and Facebook.

Prior to 2011, our primary source of revenue was multi-player skill tournament games, or skill tournaments, accessed on our website. In these games, users typically pay us a portion of their tournament fees to play a game, which we recognize as revenue. In the third quarter of 2011, we began launching games on Facebook. By

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December 2011, revenue from the sale of virtual items through the games we offer on mobile and social platforms exceeded revenue from our skill tournaments. In the fourth quarter of 2013, revenue from these skill tournaments represented 1% of our revenue.

The launch of our games on mobile and social platforms has driven significant revenue growth. We launched Bubble Witch Saga on mobile in July 2012, followed by Candy Crush Saga in November 2012, Pet Rescue Saga in June 2013, Papa Pear Saga in November 2013 and Farm Heroes Saga in January 2014. Our mobile games were installed over 76 million times and played approximately 1 billion times a day during the month of December 2013. From their launch until December 31, 2013, our mobile games have been installed 500 million times. These mobile games were the primary driver for the acceleration in our revenue growth during the fourth quarter of 2012 and 2013.

We have also achieved substantial momentum distributing our games on social networks. Our first major game launch on Facebook was Bubble Witch Saga, which launched in September 2011, and has shown significant staying power in terms of users and monetization. We subsequently launched Candy Crush Saga in April 2012, Pet Rescue Saga in November 2012, Farm Heroes Saga in April 2013 and Papa Pear Saga in May 2013. As of December 31, 2013, we had five games among Facebook’s top 15 games, as measured by DAUs, which were all leaders in their respective sub-genres.

Across all of our distribution platforms, our network of games had over 128 million average DAUs in December 2013. Our top games in terms of total average DAUs in December 2013 were Candy Crush Saga (93 million average DAUs), Pet Rescue Saga (15 million average DAUs), Farm Heroes Saga (8 million average DAUs), Papa Pear Saga (5 million average DAUs) and Bubble Witch Saga (3 million average DAUs).

From 2011 to 2012, our revenue increased 156% from $64 million to $164 million, our adjusted EBITDA increased from $4 million to $28 million, and our profit (loss) before tax increased from $(0.7) million to $11 million. From 2012 to 2013, our revenue increased from $164 million to $1,884 million, an increase of 1,049%, our adjusted EBITDA increased from $28 million to $825 million, and our profit before tax increased from $11 million to $714 million. This continued growth was driven by significant increases in average DAUs and gross average bookings per user, or GABPU, for the year ended December 31, 2013, which were up 659% and 49%, respectively, as compared to the year ended December 31, 2012. For a description of how we calculate adjusted EBITDA and the limitations of this financial measure, see “Selected Consolidated Financial Data—Non-GAAP Financial Measures—Adjusted EBITDA and Adjusted EBITDA Margin.”

Our operating philosophy can be broken down into the execution of four distinct steps: creating and distributing high quality content wherever our users want it; increasing our network size and reach by growing and sustaining the active base of users playing our games; generating strong engagement with those users and driving increased frequency of play across our portfolio of games; and monetization by converting our active users into paying customers. These critical components define our operating strategy and will underpin our financial and operational growth in the future.

Our financial focus is to grow our gross bookings and revenue and convert that growth to profitability. We believe that our business model is highly scalable and has demonstrated strong operating leverage in terms of our ability to convert incremental revenue growth into incremental growth in adjusted EBITDA and cash flow. The majority of our cost base is variable. One of our largest operating costs, performance marketing expenses, is discretionary and follows a data-centric rules-based approach aimed at maximizing aggregate ROI regardless of content, channel or advertising format. Our business generates significant cash flows from operations and requires limited capital expenditures. As of December 31, 2013, we have only raised $9 million of primary capital for our business since inception and we had net cash generated from operating activities of $680 million for the year ended December 31, 2013.

How We Generate Revenue

We generate our revenue primarily through the sale of virtual items to users. Our users can purchase virtual items, which enhance and expand their game experience. These virtual items include items such as extra lives and skill-enhancing boosters, as well as the ability to unlock additional game content. Our microtransaction

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model includes multiple opportunities throughout gameplay for our users to buy virtual items. A typical “consumable” virtual item is used immediately, priced at approximately $1 and revenue is recognized upon the consumption. We offer “durable” virtual items in some of our games. A player can use these items over extended periods of gameplay and they typically have a higher purchase price of $5 to $30. Revenue from these durable virtual items is recognized over the estimated life of a paying player for that specific game, which is between five and eight months for our top three games by revenue. The majority of our sales of virtual items are consumable in nature, with durable goods making up a relatively small percentage of the total mix. Durable virtual items accounted for 4%, 13% and 1% of revenue for the years ended December 31, 2011, 2012 and 2013, respectively. In the future, we intend to focus on the sale of consumable virtual items, and we therefore expect durable virtual items to represent a declining percentage of revenue.

In September 2012, we began to offer virtual currency to our players on Facebook. Our virtual currency can only be redeemed for virtual items and cannot be withdrawn. Virtual currency purchased in one of our games cannot be used in another of our games. Revenue from the sale of our virtual currency is deferred and recognized when the virtual item, purchased with the virtual currency, is used by the player.

Most of the purchases of virtual items are currently processed by the platform provider used by the individual player. Nearly all purchases of virtual items were made through Apple’s iOS, Google’s Android, Amazon’s Kindle and Facebook platforms during the year ended December 31, 2013. These platforms typically charge us approximately 30% of the after-tax payments they collect, which reflects their normal terms of trade. We recognize the gross amount of these transactions as revenue and record a corresponding cost of revenue for the amount paid to our platform partners.

We generate a portion of our revenue from skill tournaments on our royalgames.com website. On skill tournaments, we retain a portion of the amount that users pay to play as revenue. In the year ended December 31, 2013, revenue from these skill tournaments represented 1% of our revenue.

We have also historically generated a portion of our revenue from the sale of advertising space to third parties on our king.com website and in our games; however, advertising accounted for 12%, 10% and 1% of revenue in the years ended December 31, 2011, 2012 and 2013, respectively. In the second quarter of 2013, we discontinued selling such advertising space, and we do not expect to derive any significant portion of our revenue from the sale of advertising space in the foreseeable future.

Key Business Metrics

We use the following key financial and operating metrics to evaluate and manage our business on an ongoing basis, which we believe are useful for investors to compare key financial data both within and across reporting periods:

• Financial Metrics

• Gross Bookings

• Revenue

• Adjusted EBITDA

• Adjusted EBITDA margin

• Operating Metrics

• Monthly Active Users (MAUs)

• Monthly Unique Users (MUUs)

• Monthly Unique Payers (MUPs)

• Monthly Gross Average Bookings per Paying User (MGABPPU)

• Daily Active Users (DAUs)

• Gross Average Bookings per User (GABPU)

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Key Financial Metrics

Gross Bookings. We define gross bookings as the total amount paid by our users for virtual items and for access to skill tournaments. We believe that this metric provides a meaningful measurement of our business performance during a particular period because it measures the total cash spend by our players in the period. Gross bookings is not computed in accordance with IFRS and, prior to June 2013, included amounts collected for advertising space sold. For a discussion of the limitations of this financial measure and a reconciliation of revenue to gross bookings, see “Selected Consolidated Financial Data—Non-GAAP Financial Measures—Gross Bookings.”

	Quarter Ended
	Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,		Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,
(in millions)	2012		2012		2012		2012		2013		2013		2013		2013
Gross bookings	$	29	$	38	$	43	$	71	$	219	$	481	$	648	$	632
Revenue		22		32		41		70		206		455		621		602

Our top three games accounted for 94% of our gross bookings in 2013. This compares to 61% of our gross bookings in 2012. As we continue to launch new games, we anticipate that the concentration of gross bookings across our top games will decline.

	Quarter Ended
	Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,		Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,
(in millions)	2012		2012		2012		2012		2013		2013		2013		2013
North America	$	7	$	10	$	14	$	25	$	98	$	263	$	375	$	354
Rest of world		22		28		29		46		121		218		273		278

We also review our gross bookings by geography. Our gross bookings in North America are higher relative to all other geographies due to the size and maturity of its mobile and online markets. In 2013, 55% of our gross bookings were generated by users in North America, an increase from 31% of our gross bookings in North America in 2012, and 11% of our gross bookings were generated by users in the United Kingdom in 2013. As a result of the significant growth in North America, no other country, other than the United Kingdom, represented more than 10% of gross bookings during 2013.

	Quarter Ended
	Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,		Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,
(in millions)	2012		2012		2012		2012		2013		2013		2013		2013
Mobile	$	—	$	—	$	2	$	16	$	126	$	328	$	475	$	460
Web		26		34		37		49		88		147		173		172
Other		3		4		4		6		5		6		—		—

In all regions, an increasing number of our users are accessing our games through their mobile devices. In the year ended December 31, 2013, 70% of our gross bookings were generated by mobile users, an increase from 10% in the year ended December 31, 2012. We introduced Candy Crush Saga on mobile in the fourth quarter of 2012 and have seen mobile gross bookings as a percentage of total gross bookings expand from 23% in the fourth quarter of 2012 to 73% in the fourth quarter of 2013.

Gross bookings in the quarter ended December 31, 2013 slightly declined compared to the quarter ended September 30, 2013. The decline was driven by a decrease in Candy Crush Saga gross bookings, which was mostly offset by an increase in gross bookings across all of our other games. This growth in the other games was driven by a further diversification of our portfolio in the mobile channel as we released more games on that channel in the middle and later part of 2013.

In January 2014, we also released Farm Heroes Saga on the mobile channel. Following this launch, gross bookings from this game have increased and we have seen further diversification of our overall gross bookings. We believe these recent launches, in combination with new content releases, have contributed to recent gross bookings consistent with those of the fourth quarter of 2013. In future periods, as we continue to diversify our mobile game portfolio, we expect Candy Crush Saga to represent a smaller percentage of our total mobile channel and overall gross bookings.

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Revenue. Revenue increased by $1,720 million from $164 million in the year ended December 31, 2012 to $1,884 million in the year ended December 31, 2013. The key drivers of this increase were consistent with those affecting gross bookings. From the fourth quarter of 2012 to the fourth quarter of 2013, deferred revenue related to in-period bookings increased from $3 million to $6 million due to an increase in total revenue but declined as a proportion of adjusted revenue. For additional detail on our revenue recognition policies, see “—Critical Accounting Policies and Estimates.”

	Quarter Ended
	Mar. 31,			Jun. 30,			Sep. 30,		Dec. 31,		Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,
(in millions)	2012			2012			2012		2012		2013		2013		2013		2013
Adjusted EBITDA	$	6		$	4		$	8	$	11	$	81	$	184	$	290	$	269
Profit (loss)		(1	)		(2	)		4		6		53		126		230		159

Adjusted EBITDA. We define adjusted EBITDA as profit (loss), adjusted for income tax expense, other income (expense), net finance income (costs), depreciation, amortization, share-based and other equity-related compensation and changes in deferred revenue. We believe that adjusted EBITDA is a useful metric for investors to understand and evaluate our operating results and ongoing profitability because it permits investors to evaluate our recurring profitability from our ongoing operating activities. Adjusted EBITDA is not calculated in accordance with IFRS. For a discussion of the limitations of this non-GAAP financial measure and a reconciliation of profit (loss) to adjusted EBITDA, see “Selected Consolidated Financial Data—Non-GAAP Financial Measures—Adjusted EBITDA and Adjusted EBITDA Margin.”

Adjusted EBITDA increased from $28 million in the year ended December 31, 2012 to $825 million in the year ended December 31, 2013. This growth was primarily driven by increases in gross bookings and revenue, and increased monetization across most platforms, partially offset by planned increases in performance marketing spend and increased investment in permanent and temporary headcount. Adjusted EBITDA and adjusted EBITDA margin decreased from $290 million and 47%, respectively, in the third quarter of 2013 to $269 million and 45%, respectively, in the fourth quarter of 2013. We believe that the reasons for this decrease are consistent with the factors driving the movement in gross bookings over the same periods. Adjusted EBITDA margin increased from 17% in the year ended December 31, 2012 to 44% in the year ended December 31, 2013 reflecting the strong economies of scale in our business model.

Key Operating Metrics

We track a variety of operating metrics to measure our ability to grow, retain and monetize our user network. These metrics are shown on a quarterly basis to be consistent with how they are tracked internally and will be reported going forward. For our calculation of non-unique user metrics, an individual who either plays two of our games on a single platform or device, or the same game on two platforms or devices in the relevant period would be counted as two users. For our calculation of unique user metrics, we do not de-duplicate user data, so that a user who plays our games on multiple platforms or devices in the relevant period will be counted as a unique user for each platform or device on which the user played during the period. However, due to certain technological limitations, a user who plays on more than one platform or device will likely be counted more than once as a unique user. For additional information on these user metrics, see “Market Data and User Metrics—User Metrics.”

Monthly Active Users (MAUs). We monitor MAUs as a key measure of the overall size of our network of users and as a measure of their regular engagement with our portfolio of games. MAUs are the number of individuals who played a particular game in the 30-day period ending with the measurement date. We calculate average MAUs by adding the total number of active users as of the end of each month in a given period and dividing by the number of months in the period.

	Quarter Ended
(in millions)	Mar. 31, 2012		Jun. 30, 2012		Sep. 30, 2012		Dec. 31, 2012		Mar. 31, 2013		Jun. 30, 2013		Sep. 30, 2013		Dec. 31, 2013
Average MAUs		30		49		52		67		138		265		361		408

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Average MAUs increased by 341 million, or 509%, from 67 million in the quarter ended December 31, 2012 to 408 million in the quarter ended December 31, 2013. Average MAUs increased by 47 million, or 13%, from 361 million in the quarter ended September 30, 2013 to 408 million in the quarter ended December 31, 2013. We believe our growth in MAUs was driven by our focus on the introduction of additional popular games combined with the increased consumer usage of mobile devices, which has positively impacted the viral growth of our user network.

Monthly Unique Users (MUUs). We monitor MUUs as a key measure of total network reach across our games. MUUs are the number of unique individuals who played any of our games on a particular platform in the 30-day period ending with the measurement date. We calculate average MUUs by adding the total number of unique users as of the end of each month in a given period and dividing by the number of months in the period.

	Quarter Ended
	Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,		Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,
(in millions)	2012		2012		2012		2012		2013		2013		2013		2013
Average MUUs		20		28		31		43		101		194		269		304

Average MUUs increased by 261 million, or 607%, from 43 million in the quarter ended December 31, 2012 to 304 million in the quarter ended December 31, 2013. Average MUUs increased by 35 million, or 13%, from 269 million in the quarter ended September 30, 2013 to 304 million in the quarter ended December 31, 2013. We believe that the reasons for the growth in our MUUs were consistent with the factors driving the growth in our MAUs.

Monthly Unique Payers (MUPs). We monitor MUPs as a key measure of total paid network reach across our network of games. MUPs are the number of unique individuals who made a purchase of a virtual item at least once on a particular platform in the 30-day period ending with the measurement date. We calculate average MUPs by adding the total number of unique payers as of the end of each month in a period and dividing by the number of months in the period. Average MUPs for periods prior to April 2013 exclude Google’s Android payers due to technological limitations.

	Quarter Ended
	Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,		Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,
(in thousands)	2012		2012		2012		2012		2013		2013		2013		2013
Average MUPs		411		674		854		1,321		4,095		10,339		13,012		12,165

Average MUPs increased by 11 million, or 821%, from 1 million in the quarter ended December 31, 2012 to 12 million in the quarter ended December 31, 2013. We believe the reasons for the growth in our MUPs from December 31, 2012 were consistent with the factors driving the growth in our MAUs and MUUs, as well as improved in-game monetization. Average MUPs decreased by 0.9 million, or 7%, from 13 million in the quarter September 30, 2013 to 12 million in the quarter ended December 31, 2013. We believe this movement is as a result of the seasoning of our older games in certain markets among our more occasional customers.

Daily Active Users (DAUs). We monitor DAUs as a key measure of our active player audience. DAUs are the number of individuals who played one of our games during a particular day. We calculate average DAUs by adding the total number of DAUs for each day in a period and dividing by the number of days in the period.

	Quarter Ended
	Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,		Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,
(in millions)	2012		2012		2012		2012		2013		2013		2013		2013
Average DAUs		7		11		12		15		36		76		109		124

Average DAUs increased by 109 million, or 727%, from 15 million in the quarter ended December 31, 2012, to 124 million in the quarter ended December 31, 2013. Average DAUs increased by 15 million, or 14%, from 109 million in the quarter ended September 30, 2013 to 124 million in the quarter ended December 31,

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2013. DAUs as a percentage of MAUs were 22% and 30% in the quarter ended December 31, 2012 and 2013, respectively, which we believe was mainly driven by increased mobile usage and the introduction of additional games. We believe the ratio of DAUs to MAUs is a useful measure of the engagement of our audience with our games, and the ongoing strength of our overall network. We calculate the DAU to MAU ratio for the period by adding the DAU to MAU ratio for each individual month in a period and dividing by the number of months in the period. We believe that increases in DAUs have had a positive impact on our overall gross bookings as a larger audience creates more opportunities for monetization. We believe the reasons for the growth in our DAUs were consistent with the factors driving the growth in our MAUs and MUUs.

We expect our growth in MAUs, MUUs and DAUs to slow in future periods as the size of our player network increases and we achieve greater market penetration.

Monthly Gross Average Bookings per Paying User (MGABPPU). We monitor MGABPPU as a key measure of overall monetization across our network on a monthly basis. MGABPPU is calculated by dividing (1) our total gross bookings in a given period by (2) the number of months in that period, divided by (3) the average number of MUPs during the period.

	Quarter Ended
	Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,		Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,
	2012		2012		2012		2012		2013		2013		2013		2013
MGABPPU	$	23.65	$	18.58	$	16.96	$	17.64	$	15.92	$	15.51	$	16.60	$	17.32

MGABPPU decreased by $0.32, or 2%, from $17.64 in the quarter ended December 31, 2012 to $17.32 in the quarter ended December 31, 2013. The decrease from December 31, 2012 reflects an increase in the number of paying users on mobile and social platforms driven by the success of our new games, in particular Candy Crush Saga, albeit at more moderate payment levels on average than our legacy skill tournament players. MGABPPU is also positively impacted by advertising in earlier periods, as it made up a greater percentage of gross bookings and were spread over a smaller player base at that time. MGABPPU increased by $0.72, or 4%, from $16.60 in the quarter ended September 30, 2013 to $17.32 in the quarter ended December 31, 2013. We believe the increase in MGABPPU is as a result of our ability to keep our loyal customer base engaged with new content on existing games and attracting them to new games within our network.

Gross Average Bookings per User (GABPU). We monitor GABPU as a key measure of overall monetization across our network on a daily basis. GABPU is calculated by dividing (1) our total gross bookings in a given period by (2) the number of days in that period, divided by (3) the average number of DAUs during the period. We believe that GABPU provides useful information to investors and others in understanding and evaluating our results given that it quantifies the daily monetization levels of our users.

	Quarter Ended
	Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,		Mar. 31,		Jun. 30,		Sep. 30,		Dec. 31,
	2012		2012		2012		2012		2013		2013		2013		2013
GABPU	$	0.044	$	0.036	$	0.040	$	0.052	$	0.067	$	0.069	$	0.065	$	0.056

GABPU increased by $0.004, or 8%, from $0.052 in the quarter ended December 31, 2012 to $0.056 in the quarter ended December 31, 2013. The increase from December 31, 2012 reflects improved overall monetization of our network driven by our increased presence across mobile networks and the success of our games launched during 2013, in particular Candy Crush Saga. GABPU decreased by $0.009, or 14%, from $0.065 in the quarter ended September 30, 2013 to $0.056 in the quarter ended December 31, 2013. The decrease from September 30, 2013, reflects an increase in our active player audience as we target new a broader player base and new markets, which monetize more moderately.

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Factors Affecting Our Performance

Studio and Game Development

We have invested in expanding our game studios across Europe as well as our technical and creative teams. We plan to continue to invest in our existing game studios while creating additional studio capacity so that we can continue to develop new game IPs, operate existing titles and release new titles on an ongoing basis. Our ability to hire quality engineering, technical and creative staff will be important for successful new game launches and to sustain our profitability.

Content Development: New Game Launches and Franchise Expansion

We have built a unique and differentiated model for developing and scaling our games. Our future revenue will depend on our ability to continue to efficiently develop and launch high-quality titles that become and remain popular, while expanding our existing successful franchises. The success and timing of our title and franchise developments could vary in the future, which may in turn impact our future financial performance on a quarterly or annual basis.

Our Technology Platform

We have developed a proprietary technology infrastructure that offers a seamlessly synchronized cross-platform gameplay for our users, creates an integrated development and service platform for our game studios, and provides scalability and efficiency across our core operations. This infrastructure has been a critical factor in support of our user growth, and has allowed us to maintain robust service levels for our users while scaling our operations with far lower levels of capital investment than many our industry peers. Our ability to expand and enhance our technology and infrastructure will determine the scale of operation we can support and the quality of service we are able to provide our users, as well as the required level of capital investment in the future, which in turn may affect our future financial performance and profitability.

Distribution Platforms and User Acquisition Channels

Our future success will depend on our ability to attract and retain users and to provide our games on the most relevant platforms. To the extent that the way users access and interact with our games changes, either through the introduction of new technologies, distribution platforms, or devices, or through changes to existing user acquisition channels, the effectiveness and engagement with our games, as well as our ability to reach customers and potential customers, may vary, which may in turn affect our financial performance and future profitability.

Sustaining and Growing Our User Network

We believe that building and sustaining a sizeable and loyal network of users is critical to our future success, as the size of our user network determines the maximum potential audience for the purchase of virtual items. While the majority of our user acquisition has been through unpaid channels, we have also built extensive capabilities and technology infrastructure around paid player acquisition. This has allowed us to achieve a return greater than twice our historical investment in paid player acquisition, which we believe demonstrates an attractive rate of return. Our ability to continue acquiring players at attractive rates of return, sustain our current base of users and maintain our network virality to enable cross-selling across our portfolio of games may change, which could in turn impact our financial performance.

Delivering User Engagement

The ability of our games to engage and maintain the interest of our users and encourage repeated play of not only a specific game, but our entire portfolio of games, on a regular basis, is critical to building a dynamic user network that creates demand for the purchase of virtual items. The enduring quality of the games we develop, and our users’ ability to access them on the most relevant platforms, may directly impact our user engagement and in turn impact our financial performance.

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Monetization

While users are able to play our games for free, we generate the majority of our revenue from in-game sales of virtual items. Our ability to create engaging and relevant content and to offer virtual items, which enhance the user experience, and therefore maintain or increase their propensity to purchase more, will be critical to our financial performance. Future monetization will therefore depend on the quality of the games we develop and distribute, and our ability to convert and retain users as paying customers.

Components of Cost and Expenses

Cost of Revenue

Our cost of revenue primarily consists of direct expenses incurred in order to generate revenue from our games. This includes amounts charged by our platform distribution partners, payments for third-party licensed intellectual property usage related to audio content, fees paid to payment processing providers, salaries, benefits and share-based payments for our customer support and infrastructure teams, as well as their related travel, occupancy and facility costs. We expect cost of revenue to increase proportionally with revenue as we enter new markets for the foreseeable future. As we expand our mobile and social platform opportunities globally this may change in the future.

Research and Development

Our research and development expenses primarily consist of salaries, benefits and share-based compensation payments for our engineers and associated developers. In addition, research and development expenses include outside services and consulting, as well as allocated facilities and other overhead costs.

Costs associated with maintaining our computer software and associated infrastructure are recognized as an expense as incurred. Development costs that are directly attributable to the design and testing of our identifiable and unique games are recognized as intangible assets, and amortized within research and development expense over an 18-month period for our mobile and social games, and over a three-year period for our skill tournaments.

We believe continued investment in enhancing existing games and developing new games is extremely important to achieve our strategic objectives. As a result, we expect research and development expenses to increase in absolute U.S. dollars for the foreseeable future as we expand and grow our business.

Sales and Marketing

Our sales and marketing expenses primarily consist of performance marketing spend related to player acquisition across a variety of mobile and media platforms worldwide. Sales and marketing also includes salaries, benefits and share-based compensation for our sales and marketing colleagues, as well as consulting fees. In addition, sales and marketing expenses include general marketing, branding, advertising and public relations costs, as well as allocated facilities and other overhead costs. Our plan is to continue to invest in sales and marketing to retain and grow our network, and to continue building brand awareness, subject to the rigorous application of our rules-based process to achieve our required returns on investment. As a result, we expect sales and marketing expenses to increase in absolute U.S. dollars for the foreseeable future as we grow our business.

General and Administrative

Our general and administrative expenses primarily consist of salaries, benefits and share-based compensation for our executive, finance, legal, information technology, human resources and other administrative colleagues, and outside consulting, legal and accounting services, as well as facilities and other overhead costs not allocated to other areas across the business. In addition, general and administrative expenses include all of our depreciation expenses, as well as our non-game amortization. We expect that our general and administrative expenses will increase for the foreseeable future in absolute U.S. dollars, for the foreseeable future as we grow our business, as well as to cover the additional cost and expenses associated with becoming a publicly-listed company.

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Net Finance Income (Cost)

Net finance income (cost) consists primarily of arrangement and other fees incurred to secure our asset-based loan facility (ABL Credit Facility). In periods in which we have borrowings under the ABL Credit Facility, net finance income (cost) will include interest payable on outstanding borrowings and loan fees. Net finance income (cost) also includes interest income earned on our cash and cash equivalents.

Tax Expense

Tax expense consists of income taxes in the various jurisdictions where we are subject to taxation. Our historical effective tax rate has fluctuated based on our financial results, as well as the product mix and geographic breakdown of operations and sales, but is expected to be steady in the future within a range of 15%—22%, subject to the tax regimes in which we operate remaining consistent with their current arrangements.

Results of Operations

The following table summarizes our historical consolidated statements of operations data:

	Year Ended December 31,
	2011			2012		2013
Consolidated Statements of Operations Data:
(in thousands)
Revenue	$	63,901		$	164,412	$	1,884,301
Costs and expenses (1):
Cost of revenue		25,915			54,713		584,358
Research and development		12,373			28,600		110,502
Sales and marketing		18,402			55,188		376,898
General and administrative		7,958			14,846		96,537
Total costs and expenses		64,648			153,347		1,168,295
Total revenue less expenses		(747	)		11,065		716,006
Net finance income (cost)		49			52		(1,731	)
Profit (loss) before tax		(698	)		11,117		714,275
Tax expense		617			3,272		146,681
Profit (loss)	$	(1,315	)	$	7,845	$	567,594

(1) Costs and expenses include share-based compensation expense as follows (in thousands):

	Year Ended December 31,
	2011		2012		2013
Share-based compensation:
Cost of revenue	$	—	$	635	$	3,410
Research and development		784		5,299		40,781
Sales and marketing		67		2,006		1,212
General and administrative		770		1,678		9,886
Total share-based compensation expense	$	1,621	$	9,618	$	55,289

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The following table summarizes our historical consolidated annual statements of operations data as a percentage of revenue for the periods shown:

	Year Ended December 31,
	2011			2012			2013
Consolidated Statements of Operations Data:
Revenue		100	%		100	%		100	%
Costs and expenses (1):
Cost of revenue		41			33			31
Research and development		19			17			6
Sales and marketing		29			34			20
General and administrative		12			9			5
Total costs and expenses		101			93			62
Total revenue less expenses		(1	)		7			38
Net finance income (cost)		—			—			—
Profit (loss) before tax		(1	)		7			38
Tax expense		1			2			8
Profit (loss)		(2	)%		5	%		30	%

(1) Costs and expenses include the following share-based compensation expense as follows as a percentage of revenue:

	Year Ended December 31,
	2011			2012			2013
Share-based compensation:
Cost of revenue		—	%		—	%		—	%
Research and development		1			3			2
Sales and marketing		—			1			—
General and administrative		1			1			1
Total share-based compensation expense		3	%		6	%		3	%

Years Ended December 31, 2011, 2012 and 2013

Revenue

	Year Ended December 31,						2011 to 2012 % Change			2012 to 2013 % Change
	2011		2012		2013
(dollars in thousands)
Mobile revenue	$	30	$	15,572	$	1,324,368		NM			8,405	%
Web revenue		52,042		130,766		539,918		151	%		313	%
Other revenue		11,829		18,074		20,015		53	%		11	%
Revenue	$	63,901	$	164,412	$	1,884,301		157	%		1,046	%

2013 Compared to 2012. Revenue increased $1,720 million from 2012 to 2013. Mobile revenue increased by $1,309 million to $1,324 million in 2013 from $16 million in 2012. Web revenue increased by $409 million to $540 million in 2013 from $131 million in 2012. Both mobile and web revenue were positively impacted by increased mobile and social usage, largely driven, particularly in mobile, by the growth and success of Candy Crush Saga. We expect our revenue growth to slow in future periods as the size of our player network increases and we achieve higher market penetration.

2012 Compared to 2011. Revenue increased $101 million from 2011 to 2012 as a result of our continued growth on Facebook and the introduction of certain games on various mobile platforms. Mobile revenue increased from an immaterial amount in 2011 to $16 million in 2012. Web revenue, which arises from the

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Facebook platform and our own website, increased by $79 million to $131 million from $52 million. Other revenue primarily includes revenue from our advertising operations which were closed down in June 2013. Revenue from our mobile and web platforms comprised 9% and 80% respectively, of revenue in 2012 versus 0% and 81% in 2011. Revenue from North America increased to 33% of revenue in 2012, from 19% in 2011, primarily driven by the success of our mobile and social games, which was enabled by the prevalence of smartphone usage and high levels of social media penetration in the U.S. market.

Costs and Expenses

Cost of Revenue

	Year Ended December 31,									2011 to 2012 % Change			2012 to 2013 % Change
	2011			2012			2013
(dollars in thousands)
Cost of revenue	$	25,915		$	54,713		$	584,358			111	%		968	%
Percentage of revenue		41	%		33	%		31	%

2013 Compared to 2012. Cost of revenue increased by $530 million from 2012 to 2013. This increase was driven by a $528 million increase in amounts charged by our mobile and social platform partners, in line with our growth in revenue. Cost of revenue as a percentage of revenue decreased to 31% for the year ended December 31, 2013, from 33% for the year ended December 31, 2012.

2012 Compared to 2011. Cost of revenue increased by $29 million from 2011 to 2012. This increase was driven by a $32 million increase in amounts charged by our mobile and social platform partners offset by a $7 million decline in skill tournament expenses. This reflects a full year impact of some of our games launched on Facebook, as well as new game launches on this platform, as well as the launch of some of our games on mobile in 2012. Cost of revenue as a percentage of revenue declined from 41% to 33% due to change in platform mix.

Research and Development

	Year Ended December 31,									2011 to 2012 % Change			2012 to 2013 % Change
	2011			2012			2013
(dollars in thousands)
Research and development	$	12,373		$	28,600		$	110,502			131	%		286	%
Percentage of revenue		19	%		17	%		6	%

2013 Compared to 2012. Research and development expenses increased by $82 million from 2012 to 2013. This reflects a $79 million increase in headcount-related expenses, including $35 million increase in share-based compensation expense. We capitalized $5 million of game development costs during 2013, an increase of $3 million from 2012.

2012 Compared to 2011. Research and development expenses increased by $16 million from 2011 to 2012. This increase was primarily attributable to a $13 million increase in direct salary expenses, including a $5 million increase in share-based compensation expense and a $2 million increase in facilities costs. We capitalized $2 million in development costs during 2012, an increase of $1 million from 2011.

Sales and Marketing

	Year Ended December 31,									2011 to 2012 % Change			2012 to 2013 % Change
	2011			2012			2013
(dollars in thousands)
Sales and marketing	$	18,402		$	55,188		$	376,898			200	%		583	%
Percentage of revenue		29	%		34	%		20	%

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2013 Compared to 2012. Sales and marketing expenses increased by $322 million from 2012 to 2013. This increase was primarily attributable to $312 million increase in performance marketing spend focused on user acquisition. Sales and marketing expenses decreased from 34% of revenue for the year ended December 31, 2012, to 20% for the year ended December 31, 2013.

2012 Compared to 2011. Sales and marketing expenses increased by $37 million from 2011 to 2012. This increase was primarily due to a $27 million increase in social media performance marketing spend focused on user acquisition.

General and Administrative

	Year Ended December 31,									2011 to 2012 % Change			2012 to 2013 % Change
	2011			2012			2013
(dollars in thousands)
General and administrative	$	7,958		$	14,846		$	96,537			87	%		550	%
Percentage of revenue		12	%		9	%		5	%

2013 Compared to 2012. General and administrative expenses increased by $82 million from 2012 to 2013. This increase was primarily driven by a $55 million increase in headcount-related, growth and expansion expenses, and a $27 million increase in professional and consulting fees related to our proposed corporate restructuring and preparations for our initial public offering. General and administrative expenses decreased from 9% of revenue in the year ended December 31, 2012 to 5% of revenue in the year ended December 31, 2013

2012 Compared to 2011. General and administrative expenses increased by $7 million from 2011 to 2012. This increase was primarily due to a $5 million increase in headcount-related expenses and a $1 million increase in professional fees.

Net Finance Income (Costs)

	Year Ended December 31,							2011 to 2012 % Change			2012 to 2013 % Change
	2011		2012		2013
(dollars in thousands)
Net finance income (costs)	$	49	$	52	($	1,731	)		6	%		(3,429	%)

Net finance income (costs) was ($2) million in the year ended December 31, 2013, compared to an immaterial amount in the year ended December 31, 2012. This reflects the cost of arrangement and other fees incurred to secure the ABL Credit Facility in 2013.

Tax Expense

	Year Ended December 31,								2011 to 2012 % Change			2012 to 2013 % Change
	2011		2012			2013
(dollars in thousands)
Tax expense	$	617	$	3,272		$	146,681			430	%		4,383	%
Effective tax rate		NM		29	%		21	%

Tax expense was $147 million in 2013, $3 million in 2012 and $0.6 million in 2011, representing effective tax rates of 21%, 29% and an immaterial percentage, respectively. The differences in our effective tax rates were largely due to the transitioning mix of the business across the products and geographies in which we operate. Our 2011 tax expense of $0.6 million, despite $(0.7) million in consolidated profit (loss) before tax, was primarily caused by non-deductible operating losses at our former Italian operations.

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Liquidity and Capital Resources

	Year Ended December 31,
	2011		2012		2013
Consolidated Statement of Cash Flows Data:
(in thousands)
Net cash generated from operating activities	$	5,177	$	11,567	$	679,572
Net cash flows used in investing activities		2,359		5,926		22,958
Net cash flows used in financing activities		6,340		—		286,679

As of December 31, 2013, we had cash and cash equivalents of $409 million, which consisted of $406 million of cash and cash equivalents maintained at various financial institutions, and $3 million held on behalf of customers who maintain accounts with us for tournament play. We paid a dividend subsequent to December 31, 2013. See “—Dividends and Other Payments.”

We have funded our operations and capital expenditures primarily through cash flows from operations and have raised only $9 million of primary capital to date. Our business model has not historically required extensive outside capital investment, and we do not expect it to become capital intensive in the future.

We believe that our existing cash and cash equivalents, together with cash internally generated from ongoing operations, will be sufficient to fund our operations and capital expenditures for at least the next 12 months and beyond.

We will repatriate cash from our subsidiaries by repayment of intercompany balances. We do not intend to repatriate cash in the form of dividend distributions or any other form of taxable payment. Accordingly, we do not expect tax would arise in Ireland in connection with the repatriation of cash from foreign subsidiaries. However, any repatriation of cash in the form of a taxable payment, such as a dividend distribution, would be subject to taxation at the Irish statutory tax rate, which is currently 12.5%.

Operating Activities

Operating activities provided $680 million of cash in 2013. The cash flow from operating activities primarily came from $714 million of profit before tax, adjusted for $26 million of non-cash items, changes in our working capital and $27 million of tax paid in the period. Changes in our working capital used $34 million of cash in 2013, primarily due to a $189 million increase in trade and other receivables, partially offset by a $150 million increase in trade and other payables.

Operating activities provided $12 million of cash in 2012. The cash flow from operating activities primarily came from $11 million of profit before tax, adjusted for $8 million of non-cash items, changes in our working capital and $2 million of tax paid in the period. Changes in our working capital used $5 million of cash in 2012, primarily due to an increase of $26 million in trade and other receivables, partially offset by a $17 million increase in trade and other payables due to higher performance marketing expenditure, in particular due to our expansion on both mobile and social platforms during the period.

Operating activities provided $5 million of cash in 2011. The cash flow generated by operating activities primarily came from $(0.7) million of profit (loss) before tax, adjusted for $4 million of non-cash items, a $2 million increase in working capital and $0.3 million of tax paid in the period.

Investing Activities

Our main capital investing activities historically have consisted of the purchases of office equipment, leasehold improvements, computer hardware, domain names, computer software and licenses, and internally developed software. We estimate that our ongoing capital requirements will scale proportionately with the overall size of the business, but will remain a small percentage of the overall cash generated by the business.

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We also capitalize the cost of game development as an intangible asset prior to launch of the game and amortize those costs over the expected useful lives of the games.

We used $15 million and $3 million to purchase property, plant and equipment in 2013 and 2012, respectively. We also spent $8 million and $3 million to purchase intangible assets in 2013 and 2012, respectively. In 2012, we spent $0.7 million to purchase King Mobile AB.

Financing Activities

The only financing activities undertaken from January 1, 2010 to December 31, 2013 was the $6 million repurchase of ordinary shares from shareholders in 2011 and payment of an interim dividend of $287 million in October 2013.

Credit Facility

On October 7, 2013, Midasplayer International Holding Company p.l.c. (formerly Midasplayer International Holding Company Limited) and our wholly-owned subsidiaries, King.com Limited, a limited liability company organized under the laws of Malta (Maltese ABL Borrower), and Midasplayer Vertriebs GmbH, a limited liability company organized under the laws of Germany (German ABL Borrower and, together with the Maltese ABL Borrower, the ABL Borrowers), entered into a $150 million asset-based revolving credit facility pursuant to the terms of an ABL Credit Agreement (ABL Credit Facility) with the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, L/C issuer and swing line lender. Loans under the ABL Credit Facility accrue interest initially at London Interbank Offered Rate (LIBOR) plus 2.25% until March 31, 2014 and at LIBOR plus 2.00% to 2.50% thereafter, subject to adjustment based on average daily excess availability under the ABL Credit Facility over the preceding quarter. The maturity date of the ABL Credit Facility is October 7, 2018 unless otherwise extended.

The ABL Credit Facility will be used for working capital and other general corporate purposes. The ABL Credit Facility allows for swing line loans to the German ABL Borrower of up to $20 million and the issuance of letters of credit to the ABL Borrowers of up to $25 million. The availability of credit at any given time under the ABL Credit Facility is limited by reference to a borrowing base formula based upon numerous factors, including but not limited to, the value of eligible accounts receivable and reserves established by the administrative agent. As a result of the borrowing base formula, the actual borrowing availability under the ABL Credit Facility could be less than the stated amount of the ABL Credit Facility (as reduced by the actual borrowings and outstanding letters of credit under the ABL Credit Facility).

The ABL Credit Facility is secured by a first-priority security interest in all of the right, title and interest in certain accounts, payment intangibles, instruments, other general intangibles and deposit accounts of the ABL Borrowers. Obligations under the ABL Credit Facility are guaranteed by the ABL Borrowers and certain of our other subsidiaries.

The ABL Credit Facility contains a number of covenants that, among other things, restrict our ability and the ability of our subsidiaries, subject to specified exceptions, to incur additional liens; make investments; incur additional debt; merge, dissolve, liquidate or consolidate with or into another entity; sell or dispose of assets; and engage in transactions with affiliates. We are required to maintain a consolidated fixed-charge coverage ratio of 1.00 to 1.00 if excess availability under the ABL Credit Facility is less than the greater of $10 million and 10.0% of the revolving credit commitments at any time. As of February 18, 2014, there were no outstanding loans or issued letters of credit under the ABL Credit Facility and as of January 15, 2014 we had approximately $136 million available for borrowing under the facility.

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Commitments and Contingencies

Our principal commitments consist of obligations under our operating leases. The following table sets forth our principal commitments as of December 31, 2013:

	Payments Due by Period
	Total		Less than 1 year		1-3 Years		3-5 Years		More than 5 Years
(in thousands)
Operating lease obligations	$	44,739	$	6,971	$	16,325	$	13,575	$	7,868

Dividends and Other Payments

On October 21, 2013, our board of directors declared a dividend of $2.624 per share with respect to our equity securities that are eligible to receive dividends, amounting to a total dividend of $287 million in aggregate, which was paid on October 24, 2013. On January 31, 2014, our board of directors declared a dividend of $1.987 per share with respect to our equity securities that are eligible to receive dividends, amounting to a total dividend of $217 million in aggregate, which was paid on February 6, 2014. Any determination to pay dividends in the future will be at the discretion of our board of directors and subject to the restrictions described in “Dividend Policy.”

Certain of our equity securities and other share-based incentive awards are not eligible to receive dividends. On October 21, 2013 and January 31, 2014, our board of directors approved aggregate special cash grants of $28 million and $31 million, respectively, to our current personnel and directors that hold such securities and awards. These special grants are recognized in the statement of operations over the vesting period of the underlying equity securities or awards. The vested portion of this grant is paid at the earlier of the completion of this offering or December 31, 2014 with the remaining portion paid, subsequently, over the vesting period.

In addition, in connection with the completion of our offering, we will pay approximately $             million to employees who held our discretionary bonus units, which represents 50% of the aggregate amounts payable under these non-share incentive arrangements. The remaining 50% will be payable one year after the completion of this offering, provided such employees are still employed by us at that time.

Off Balance Sheet Arrangements

As of December 31, 2013, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with IFRS requires the directors to make critical accounting estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates and judgments are continually evaluated and are based on historical experience and other factors, including the expectation of future events that are believed to be reasonable under the circumstances at any particular point in time. The resulting accounting estimates will, by definition, seldom equate to the related actual results. The estimates and assumptions that are material to our financial reporting are discussed further below and are subject to a degree of subjectivity and complexity.

The impact and any associated risks related to these policies on our business operations are discussed throughout this section where such policies affect our reported and expected financial results. Note that the preparation of the financial statements included in this prospectus requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

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Revenue Recognition

Revenue is derived from the sale of virtual items available for purchase in-game on third-party mobile and social platforms, from the provision of online skill games accessed on our website and from advertising, though third-party advertising was closed down as a business operation in the second quarter of 2013.

We recognize revenue when it can be reliably measured, it is probable that future economic benefits will flow to us and when specific criteria have been met for each of our activities as described below. Revenue is recorded at the fair value of consideration received or receivable, net of sales tax, prizes, discounts and any the cost of any other promotions, and after eliminating intra-group sales.

Mobile and Social Platforms

We offer our games on mobile and social platforms, whereby players can play games for free, though they can purchase in-game virtual items. Virtual items provide various game enhancements such as boosting player ability or extending game play and are not transferable between different games. Virtual items are classified into two categories: consumable or durable, depending on whether the virtual item’s value is consumed immediately or if the item has an ongoing value in game play. Our data systems can differentiate between revenue generated from durable and consumable items for games offered on mobile and social platforms.

Consumable items provide a benefit to the player that is consumed by a specific player action, after which the consumable items are no longer available for reuse in future game play. Consumable goods are eliminated from the player’s game board after they have been consumed and do not provide the player with any continuing benefit following their consumption. Consumable items can be purchased in a single item format or a multiple item pack. Revenue is recognized at the time the item is consumed for single item formats and is recognized at the time the final item in a multiple item pack is consumed.

Durable items are used by players from the time of purchase onward. They provide game enhancement throughout play and do not immediately expire. The enhancement or benefit ends at the earliest of a player completing or abandoning the game. We recognize revenue from the sale of durable virtual items ratably over the estimated average playing period of paying players on that specific game, which is typically between two and nine months depending on the game. The average playing period of paying players on a specific game is our best estimate of the average life of a durable item sold in that game. We reassess the estimated average life of durable items on a periodic basis, which is typically every quarter.

We determine, on a game by game basis, the estimated average playing period begins when a player makes a first purchase, and ends when a player is determined to be inactive. Based on an assessment of the historical pattern of players’ game play, we consider a paying player inactive if that player has not logged on to a game in any one month. The rate by which paying players become inactive for any given month is calculated to be the proportion of players who have purchased at least one virtual item in any previous month, who were active in the previous month and who have not logged in to the gaming environment during that given month. Through this analysis we have determined that players become inactive at a relatively consistent rate. Based on this consistent rate, we determine the estimated average playing period of a paying player by computing the average amount of time that a paying playing will remain active. If future data indicates paying players do not become inactive at a relatively consistent rate, we revise our method of calculation accordingly.

As of December 31, 2013, in all our games on social platforms and in one game on mobile platforms, players receive free virtual currency upon installing a game and subsequently can purchase additional virtual currency. The price of virtual currency can vary based on volume discounts, other discounts and occasional promotional free grants of virtual currency. Virtual currency can be redeemed for our virtual items. A player’s virtual currency balance cannot be withdrawn and virtual currency purchased or granted in one game on a particular platform can only be used in that game and on that particular platform.

We do not recognize any revenue from the sale of virtual currency. Amounts collected from the sale of virtual currency are deferred and recognized as the player uses the virtual items purchased with the virtual

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currency. Revenue from the sale of virtual items purchased with virtual currency are measured by multiplying the price of the virtual item denominated in the virtual currency and the cost per virtual currency unit. The cost per virtual currency unit is determined to be the maximum weighted-average unit cost a player could have paid during the period. This unit cost is reassessed quarterly. We do not recognize revenue from virtual items purchased with virtual currency when the player has never purchased virtual currency.

Customers purchase virtual items or virtual currency directly from the platform service providers who remit the payments to us net of a platform service charge. We are responsible for the operation and maintenance of our games on these platforms as well as setting the prices of our virtual items. On this basis, we have determined that we are the principal in these arrangements and recognize revenue from the sale of virtual items on a gross, as opposed to net, basis.

Online Skill Games

We generate revenue from skill games on our royalgames.com website. Skill game revenue is measured as the amount we retain from game and tournament entry fees when a player has concluded his or her participation in the tournament and after a deduction of incentives, or bonus money. Revenue is recognized on the completion of a game or tournament. An associated liability is raised for bonus money at the point in time when it becomes withdrawable, which is when bonus money is won by a player from another player within a tournament.

Internally-generated IP and Software

Costs associated with maintaining both product and application computer software programs are recognized as an expense as incurred. Development costs that are directly attributable to the design and testing of our identifiable and unique games and software are recognized as intangible assets when the following criteria are met:

• it is technically feasible to complete the software product so that it will be available for use;

• management intends to complete the software or gaming product and to utilize or sell it;

• there is an ability to use or sell the software product;

• it can be demonstrated how the software product will generate probable future economic benefits;

• the expenditure attributable to the software product during its development can be reliably measured; and

• the availability of adequate technical, financial and other resources to complete the development and use or sell the intangible asset.

Directly attributable costs that are capitalized as part of the software or gaming product include the cost of software development staff. These costs are calculated applying an average staff daily rate to the number of days each game studio staff member has worked on a specific game.

Computer software development costs recognized as assets are amortized over their estimated useful lives of three years for skill games software and 18 months for mobile and social games software.

Other development expenditures that do not meet these criteria are recognized as an expense as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period.

Income Taxes

The tax expense for the period comprises current and deferred tax. Tax is recognized in the statement of operations except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case the tax is also recognized in other comprehensive income or directly in equity, respectively.

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Deferred tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.

Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

We are subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for taxes. The final taxes paid are dependent on many factors, including negotiations with taxing authorities in various jurisdictions and international tax audits from time to time. We recognize liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Reserves are adjusted in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of tax liabilities.

Share-based Payments

We operate several cash- and equity-settled share-based compensation plans under which we receive services from staff as consideration for equity awards. The fair value of the employees’ services received in exchange for the grant of the instruments is recognized as an expense. The table below summarizes the classes of shares and securities we have granted to employees and the methods of valuation.

Type of Award	Vesting Period	Fair Value Measure	Classification
D1 Share Options	Predominantly over a four-year period with a one-year cliff, followed by quarterly vesting	Monte Carlo valuation model	Equity-settled
D1 Share Options with linked D3 Restricted Shares	Predominantly over a four-year period with a one-year cliff, followed by quarterly vesting	Monte Carlo valuation model	Equity-settled
D1 Restricted Shares	Predominantly over a four-year period with a one-year cliff, followed by quarterly vesting	Monte Carlo valuation model	Equity-settled
D2 Restricted Shares	Predominantly over a four-year period with quarterly vesting	Monte Carlo valuation model	Equity-settled
Shadow Options	Upon completion of a qualifying exit event	Black-Scholes option pricing model	Equity-settled
Discretionary Bonus Units	50% upon initial public offering (IPO), 50% on first anniversary of IPO	Black-Scholes option pricing model	Cash-settled

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The fair value of the equity-settled awards is determined using the Monte Carlo valuation model with the exception of the Shadow Options as discussed below in “—Shadow Options.” The fair value of the cash-settled awards and Shadow Options are determined using the Black-Scholes option-pricing model. Both models require the use of the following assumptions: (1) expected volatility of ordinary shares, which is based on the volatilities of comparable public companies in a similar industry, (2) expected term of the award, which is determined based on the expected period to settlement date, (3) expected dividend yield, and (4) the risk-free interest rate, which is based on the implied yield of U.S. Treasury bonds with a term equal to the expected term.

As described further in Note 18 to the consolidated financial statements, we have D1 and D2 ordinary shares which convert to A ordinary shares upon an exit, if our enterprise value exceeds a defined hurdle price. As a result, the share price used in the models incorporates the value of the underlying share price before and after the anticipated exit event. These are not considered to be vesting conditions of the awards.

The methodology we have used to date in measuring share-based payment expense is described below. Following the completion of this offering, option pricing and values will be determined based on the quoted market price of our ordinary shares.

D1 Share Options

We have awarded options to purchase D1 ordinary shares (D1 Share Options) to executive officers and selected employees. The D1 Share Options generally vest over a service period of four years with a one-year cliff and quarterly vesting thereafter. The share-based payment expense relating to a particular award is spread over the relevant vesting period, net of forfeitures. The options expire ten years after their grant date.

The fair values of the D1 Share Options were determined using the Monte Carlo valuation model based on the probability that the expected enterprise value will exceed the hurdle price upon an exit event. The following table summarizes the per option assumptions used in the valuation of the D1 Share Options granted in 2011, 2012 and 2013:

	Year Ended December 31,
	2011			2012			2013
Weighted-average fair value ($)		0.07			1.83			26.19
Weighted average of key assumptions:
Share Price ($)		0.25			1.91			39.99
Exercise price ($)		0.000193	(1)		0.000197	(1)		18.61	(1)
Hurdle price ($)		0.64795	(2)		0.65960	(2)		0.0013	(2)
Expected term, in years		2.79			3.99			5.65
Risk-free interest rates		0.61%			0.33%			1.66%
Expected volatility		55%			55%			55%
Dividend yield		—%			—%			—%

(1) In 2011, 2012 and for the three months ended March 31, 2013, all D1 Share Options were granted at an exercise price equal to €0.000149.

(2) In 2011, 2012 and for the six months ended June 30, 2013, the hurdle price for D1 Share Options was €0.50023.

Some D1 Share Options granted in the fourth quarter of 2013 and the first quarter of 2014, include a right to subscribe for a number of D3 ordinary restricted shares (D3 Restricted Shares) with various hurdles. The number of D3 Restricted Shares available to a holder was limited to the number of D1 Share Options awarded. The subscription price of the D3 Restricted Shares is $2.34, $0.88 and $0.32 per share for the $4 billion, $5 billion and $6 billion hurdle amounts, respectively. The hurdle is subsequently reduced by any dividend paid to shareholders up to the date of the initial public offering. On the closing of our initial public offering, D3 Restricted Shares convert into ordinary shares and/or A deferred shares based on a pre-determined formula, which considers the value of the initial public offering and the hurdle. These D3 Restricted Shares include the same vesting period and share-based payment expense recognition as their linked D1 Share Option.

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Restricted Shares

We have awarded D1 ordinary restricted shares (D1 Restricted Shares) and D2 ordinary restricted shares (D2 Restricted Shares, and together with D1 Restricted Shares, the Restricted Shares) to executive officers and selected employees. The Restricted Shares are issued upon grant and contain claw-back provisions which lapse in accordance with the required service period. We recognize the corresponding compensation expense of those awards, net of estimated forfeitures, similar to the approach taken for option grants as indicated above, over the requisite service period. Service periods are generally four years with a one-year cliff and quarterly vesting thereafter.

The fair values of the Restricted Shares were determined using the Monte Carlo valuation model and were based on the probability that the expected enterprise value will exceed the hurdle price upon an exit event. The following table summarizes the per share assumptions used in the valuation of the Restricted Shares granted in 2011, 2012 and 2013:

	Year Ended December 31,
	2011			2012			2013
Weighted-average fair value ($)		0.35			1.76			18.74
Weighted average of key assumptions:
Share price ($)		0.34			2.15			18.75
Subscription price ($)		0.000193	(1)		0.000197	(1)		4.773213	(1)
Hurdle price ($) D1 shares D2 shares		0.64895 0.46712	(2)		0.65960 —	(2)		0.45555 —	(2)
Expected term, in years		2.38			3.15			3.44
Risk-free interest rates		0.19%			0.26%			0.17%
Expected volatility		55%			55%			55%
Dividend yield		—%			—%			—%

(1) In 2011, 2012 and for the three months ended March 31, 2013, all Restricted Shares were granted with a subscription price equal to €0.000149.

(2) In 2011, 2012 and for the six months ended June 30, 2013, the hurdle price for D1 Restricted Shares was €0.50023.

Discretionary Bonus Units

We have awarded cash-settled Discretionary Bonus Units (DBUs) to selected employees. DBUs entitle the holder to receive a cash payment in the event that the enterprise value of the company exceeds a predetermined hurdle of €54.7 million at a qualifying exit event, which is defined as an IPO or company sale. Of the settlement value of the DBUs, as calculated on the date of the exit event, 50% is payable on that date and the remaining 50% is payable on the first anniversary of the exit event, provided that the employee remains in employment at the relevant payment dates. The DBUs have no expiration date.

Under the DBU scheme, we receive services from employees and incur a liability to transfer cash to the employees for amounts that are based on the value of our equity instruments. The per unit price is determined by dividing the equity value, which is the enterprise value adjusted for free cash, at each reporting period by the fully diluted outstanding shares, excluding E ordinary shares in accordance with the terms of the DBU scheme, at the end of each period.

We recognize the charge for the services received as the employees render their service. A liability is recorded with a corresponding charge to employee expenses for the fair value of the DBUs on the date of grant. The fair value is reassessed at the end of each reporting period with a mark-to-market adjustment made as required as and when the fair value changes.

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We determine the fair value of DBUs using the Black-Scholes option-pricing model. The following table summarizes the per unit assumptions used in the valuation of DBUs granted in 2011, 2012 and 2013:

	Year Ended December 31,
	2011		2012		2013
Weighted-average fair value ($)		0.61		8.62		52.33
Weighted average of key assumptions:
Share Price ($)		0.61		8.62		52.33
Expected term, in years		2.00		1.00		0.25
Risk-free interest rates		0.24%		0.03%		0.07%
Expected volatility		55%		55%		55%
Dividend yield		—%		—%		—%
Hurdle, in millions ($) (€54.7)		73.4		70.9		74.4

E Ordinary Shares

We have also awarded E ordinary shares to a company executive in exchange for employment services provided. The E ordinary shares only participate in proceeds of a sale of the company above a value of $9.1 billion (€7.0 billion). The award was valued using the Monte Carlo valuation model with an expected term of 2.1 years and expected volatility of 55%. As a result of the valuation, the grant date fair value of the E ordinary shares upon grant is $nil; therefore, no compensation expense was recorded. These E ordinary shares were repurchased on January 31, 2014.

Shadow Options

In the first quarter of 2013, our board of directors approved awards to certain employees options under a newly-created plan which entitles the holder to (1) subscribe for a specified number of our ordinary shares in the event of an IPO or (2) receive a cash bonus if our company is sold, calculated based on the difference between the sale price of the number of shares for which the option is vested at the time of the sale and the option exercise price (Shadow Options).

The Shadow Options vest upon completion of a qualifying exit event, which is defined as an IPO or company sale. No additional vesting occurs after the IPO or company sale. Shadow Options have a maximum term of 10 years. We have recognized the Shadow Options as an equity-settled, share-based plan as a cash settlement is not probable. The exercise price of all Shadow Option awards is $0.000191 (€0.000149 per option).

The fair values of the Shadow Options were determined using the Black-Scholes option-pricing model. The following table summarizes the per share assumptions used in the valuation of the Shadow Options granted in 2013:

	Year Ended December 31, 2013
Weighted-average fair value ($)	10.37
Weighted average of key assumptions:
Share price ($)	11.52
Exercise price ($) (€0.000149)	0.000197
Expected term, in years	0.92
Risk-free interest rates	0.16%
Expected volatility	55%
Dividend yield	—%

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Valuation of Our Ordinary Shares

The fair value of our ordinary shares is determined by our board of directors, with input from management, and taking into account our most recently available valuations and in consideration of the guidance prescribed by the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Our board of directors also considered numerous objective and subjective factors to determine our best estimate of the fair value of our ordinary shares as of each grant date, including, but not limited to, the following factors:

• retrospective valuation of our ordinary shares with the assistance of a third-party valuation firm. Subsequent to September 1, 2013, we have performed periodic valuations contemporaneously with awards granted;

• the market performance of comparable companies selected based on several factors, including, but not limited to industry (primarily Internet and games companies), similar rapid growth rates and availability of financial information (primarily public companies). For valuations since December 31, 2011 we used the same group of comparable companies. The companies selected have activities in the casual gaming sector via mobile or social media platforms. This group of comparable companies, however, is subject to limitations because they have different business models, they focus on different categories of the gaming industry and/or there is limited availability of financial information for these companies. Certain comparable publicly-traded companies were excluded on the basis that the proportion of their overall activities related to the casual gaming sector is very small;

• historical results and forecasted results and profitability;

• the rights and preferences of our preference shares relative to our ordinary shares and other equity classes. In allocating value between each equity class, the Current Value Method (CVM) has been adopted. After March 31, 2013, this method has been used in conjunction with an Option Pricing Method (OPM), which values options issued after this date. Before March 31, 2013, options were issued at an exercise price of €0.000149 and, therefore, were valued at the underlying share price with no need for the OPM;

• the likelihood of achieving a discrete liquidity event, such as an IPO, sale or dissolution; and

• external market and economic conditions impacting our industry group.

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We have granted or issued the following D1 Restricted Shares, D1 Share Options and Shadow Options since January 1, 2012:

D1 Restricted Shares

Grant Date	D1 Restricted Shares Issuances		Fair Value of the Underlying Shares		Grant Date Fair Value  of D1 Restricted Shares		Aggregate Fair Value
2012
First Quarter
March 5		437,072	$	1.65	$	1.55	$	678,627
Second Quarter
April 3		1,078,291		1.67		1.56		1,683,553
May 10		1,353,940		1.95		1.88		2,541,535
Third Quarter
August 3		60,000		2.15		2.09		125,223
September 25		100,000		2.98		2.93		292,575
Fourth Quarter
November 6		172,500		3.14		3.09		533,720
December 12		286,500		3.74		3.70		1,059,185
2013
First Quarter
January 30		228,500		9.79		9.78		2,235,602
March 25		90,000		19.83		19.83		1,784,700
Second Quarter
April 30		28,000		26.18		26.17		732,766
May 22		40,000		27.71		27.71		1,108,400
Third Quarter
August 22		71,000		36.05		36.05		2,559,550
2014
First Quarter
February 14		67,000

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D1 Share Options

Grant Date	Shares Subject to Options Granted		Fair Value of the Underlying Shares		Grant Date Fair Value of Options		Exercise Price		Aggregate Fair Value
2012
Second Quarter
April 3		779,268	$	1.67	$	1.57	$	0.000199	$	1,220,431
June 12		270,000		1.95		1.87		0.000185		505,838
Third Quarter
August 3		183,000		2.15		2.09		0.000183		381,930
September 25		20,000		2.98		2.93		0.000188		58,542
Fourth Quarter
November 6		11,500		3.14		3.09		0.000193		35,581
December 11		52,000		3.74		3.70		0.000193		192,243
2013
First Quarter
January 30		10,000		9.79		9.77		0.000195		97,718
Second Quarter
April 30		16,000		26.18		17.07		10.28		273,194
Third Quarter
August 22		89,000		36.05		19.59		19.49		1,743,430
Fourth Quarter
November 12		4,382,000		39.58		25.72		18.66		112,697,938
December 11		141,500		45.61		31.86		18.66		4,508,110
December 12		561,000		45.61		29.96		18.66		16,807,911
2014
First Quarter
January 22		103,800						24.68
January 31		35,000						24.68
January 31		2,968,872						78.43

Shadow Options

Grant Date	Shares Subject to Options Granted		Fair Value of the Underlying Shares		Grant Date Fair Value of Options		Exercise Price		Aggregate Fair Value
2013
First Quarter
January 31		89,500	$	11.51	$	10.36	$	0.000195	$	927,270

Based upon an estimated equity valuation of $         per share, the midpoint of the price range set forth on the cover of this prospectus, the aggregate intrinsic value of D1 Share Options and Shadow Options outstanding as of September 30, 2013 was $         million, of which $         million related to vested D1 Share Options and $         million related to unvested D1 Share Options and Shadow Options.

Subsequent to December 31, 2013 we awarded 3,107,672 D1 Share Options. Based on an assumed initial public offering price of $         per share, the midpoint of the price range set forth on the cover of this prospectus, the aggregate grant date fair value of these awards would be $         million.

We estimated our enterprise value for all months with share-based payment grants from January 1, 2012 to December 31, 2013 by utilizing a discounted future cash flow method (DCFM). A DCFM was selected as it best reflects our rapidly changing financial performance and expectations of the business over the period. DCFM involves applying appropriate discount rates to estimated cash flows that are based on forecasts of revenue, costs

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and capital requirements. The discount rate reflects the risks inherent in the cash flows and the market rates of return available from alternative investments of similar type and quality as of the valuation date. Our assumptions underlying the estimates were consistent with the plans and estimates that we use to manage the business. The risks associated with achieving our forecasts were assessed in selecting the appropriate discount rates. In addition, we considered the valuation metrics of comparable private transactions and publicly traded companies.

Based on the estimated enterprise values, we arrived at an estimated value of 100% of the equity by adjusting for free cash in the business and any cash amounts that would be due to holders of the DBUs. The resulting equity value was then allocated to each share class, on a fully diluted basis, based on their individual class rights in order to arrive at a price per share at each valuation date. The 100% equity value at each valuation date was above total preference share predetermined hurdle and therefore all preference shares were treated as converting into ordinary shares. The conversion rate at which D1 and D2 shares convert into ordinary shares was calculated based on the 100% equity value at each valuation date. In the allocation of equity, the amounts per share are the same regardless of whether an IPO or sale of the company occurs albeit the underlying calculations to arrive at the values are different.

A discount of 10% was applied to the price per share to account for the fact that our ordinary shares represent a minority interest in our company. The minority discount reflects the minority shareholders’ lack of influence, particularly over the timing of an exit either by IPO or sale of the company.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates and foreign currency exchange rates. We do not hold or issue financial instruments for trading purposes.

Foreign Currency Exchange Risk

We operate internationally and are exposed to foreign currency exchange risk. While the substantial majority of our revenue has been and is expected to continue to be denominated in U.S. dollars and euros, our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in euro, Swedish krona and pounds sterling. Due to the relative size of our international operations to date, our foreign currency exposure has been fairly limited and thus we have not instituted a hedging program. As our global operations continue to grow, we will monitor the foreign currency exposure to determine if and when we should begin a hedging program.

At December 31, 2013, if the currencies had weakened or strengthened by 5% against the U.S. dollar with all other variables held constant, the impact on post-tax profits for the year would have been as follows:

Currency	Impact on Profit
(dollars in thousands)
pound sterling	$	203	—	%
Swedish krona		390	—
euro		4,605	1

For more information on the potential impact of foreign currency exchange risk, see Note 3 of our consolidated financial statements.

Interest Rate Fluctuation Risk

We had cash and cash equivalents totaling $409 million as of December 31, 2013. This amount was invested in various deposit arrangements with group relationship banks. The cash and cash equivalents are held for working capital purposes. We do not enter into investments for trading or speculative purposes.

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We do not believe that an increase or decrease in interest rates of 100-basis points would have a material effect on our operating results or financial condition.

Inflation Risk

We do not believe that inflation had a material effect on our business, financial condition or results of operations in the last three fiscal years. If our costs become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Recently Issued and Adopted Accounting Standards

In 2013, we adopted new standards, amendments and interpretations to existing standards that are mandatory for our accounting period beginning on January 1, 2013. The adoption of these revisions to the requirements did not result in substantial changes to our accounting policies.

Certain new standards, amendments and interpretations to existing standards have been published but are not mandatory for our 2013 consolidated financial statements. We have not early adopted these revisions to IFRSs. Many of these updates are not applicable to us and have been excluded from the discussion below:

• IFRS 9, ‘Financial Instruments’, addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than the statement of operations, unless this creates an accounting mismatch. We have yet to assess IFRS 9’s full impact. We will also consider the impact of the remaining phases of IFRS 9 when completed by the Board.

• IFRIC 21, ‘Levies’, sets out the accounting for an obligation to pay a levy that is not income tax. The interpretation addresses what the obligating event is that gives rise to pay a levy and when should a liability be recognized.

The adoptions of the pronouncements and amendments described above are not anticipated to have a material impact on our operating results and our financial position.

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A MESSAGE FROM KING CEO AND CO-FOUNDER, RICCARDO ZACCONI

At King, our core mission is to make everyday life more fun. This is what gets us up in the morning and, ultimately, what has driven us towards this point in the company’s development. We have strong titles, a proven game development and business model, and a keen focus on building a substantial business over the long term.

But in this letter, I’d like to tell you a little bit more about how we work at King, the way we think about our games and why we are so excited about the opportunity ahead.

The King Saga

At our core, we are a game developer and we develop all our games in-house. Our business is built on creativity and a deep understanding of how people play games in an increasingly connected digital world. We design our games to have broad appeal and to be easy to learn but challenging to master.

Our approach to development is to keep things simple – not just the game play, but also the process. We create many games, then launch them on our website to see what works and what does not. It’s a continuous cycle of innovation and improvement, trying out new ideas, revising them, and trying again. Even for our most established games that are on social and mobile platforms, we continue to add new levels, new twists and new experiences to keep them fun and fresh. We work for our players and incessantly try to improve what we do; we give all we have to make the best games for them.

A key reason for our success is our people. We have a culture of open and frank communication where team play and the sharing of both successes and failures is encouraged. We work in small autonomous teams which try, test, fail, learn from our experiences and ultimately make great games that our players love. We aim to build a business that provides a great environment for the best game makers in the world and we are proud to have been named recently as the best company to work for in Sweden.

Bitesize Brilliance

To really understand what we do, you’ll need to take a short break from reading this document and play one of our games. Never had a go on Farm Heroes Saga? Then why not download it now. Within a minute or two, you’ll understand the basics. And as you progress through the Saga, you will find that we have provided enough additional challenges and twists to keep it fun, but not so hard that you want to stop playing the game altogether.

A key principle for King is that no individual game session should take more than a few minutes. People play our games on buses, trains, planes, in airports, on coffee breaks and study breaks, while they’re watching TV or waiting to meet a friend.

We call it bitesize brilliance – the perfect way to spend three minutes of free time.

Bitesize brilliance fits perfectly with the way people now live their lives. People are on the move; they multi-task and live their lives across multiple devices. Consumption habits have changed – mobile has meant that people consume more digital content than they ever have before, and they want to be entertained over short periods of time whenever and wherever they are.

Winning, even as the game changes

Standing out from the crowd through innovation and the quality of our games has been a key part of our strategy during the past decade.

Players don’t stand still and neither do we, so to succeed we’ve always done things differently. This has meant we’ve become the leader in each of the channels we’ve moved into.

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When we started out in 2003, we focused on making the best free to play games we could, designing content that encouraged social interactions between players. This approach has been instrumental to us generating positive cash flow from operations every year for the last nine years. By 2009, our games were distributed by a number of major media websites in the U.S. and Europe, making us the largest developer in our category of games.

In 2011, we launched our first Saga game on Facebook and have since become the leading developer for this platform.

In the second half of 2012, we launched our first Saga game on mobile and we innovated by making our games seamlessly playable between personal computers, smartphones and tablets without losing progress while playing with friends, wherever they are.

We will continue to lead the way in making our games rewarding to play, no matter when or where our players want to play them.

What’s next for King?

We’ve been delighted by the success of Candy Crush Saga on mobile devices. It was our second mobile Saga game, launching in October 2012, and it is already one of the most successful entertainment properties of all time. Candy Crush Saga was one of the most downloaded apps in 2013 and remains in the top grossing lists worldwide.

So far we have launched five games on mobile which have all drawn a substantial fan base. Our plan is to capitalize on this success by building a broad portfolio of long lasting game franchises.

The opportunity in front of us is exciting: mobile usage is exploding and games are commanding the lion’s share of time spent.

Why we’re going public

As you’ll see in the financial results section of this document, we have a substantial cash position and no debt, and we have been cash flow positive since 2005. Going public creates a liquid market for our current and future employees and equity holders and will give us greater flexibility to act on strategic opportunities if they arise in the future.

We believe King has been built for the long haul and we look forward to working hard and having fun along the way as we head into this next stage of our company.

Thank you for taking the time to read this letter, and for your interest in King.

--Riccardo

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BUSINESS

Overview

We are a leading interactive entertainment company for the mobile world. Our mission is to provide highly engaging content to our audience to match their mobile lifestyles: anywhere, anytime and on any device. In December 2013, an average of 128 million DAUs played our games more than 1.2 billion times per day. In the fourth quarter of 2013, 73% of our gross bookings were was derived from our mobile audience. Our leading games include Candy Crush Saga, Pet Rescue Saga, Farm Heroes Saga, Papa Pear Saga and Bubble Witch Saga. We believe Candy Crush Saga, our top title to date, is one of the largest interactive entertainment franchises of all time.

Our focus is to provide a highly engaging, differentiated entertainment experience where the combination of challenge and progress drives a sense of achievement. We make our games available for free, while players can purchase virtual items priced relative to the entertainment value they provide. We embed social features in our content that enhance the player experience. We build on a unique and passionate company culture predicated on collaboration, humility and respect. We believe all of these in combination have made our content a core part of our audience’s daily entertainment.

We have been a leading developer and publisher of casual games on digital platforms since 2003. Casual games typically include a puzzle element, are easy to learn but hard to master, can be played in a few minutes, and are suitable for play on a wide range of devices. They have enjoyed broad appeal since they were first offered in a digital format in the 1980s.

Casual gaming is large and growing quickly driven by key technology and consumer trends, creating the potential for leading entertainment franchises to emerge from the category. The proliferation of mobile devices is dramatically expanding the global gaming audience, much of which is attracted to casual titles. Social connectivity has become a pervasive feature of interactive entertainment, transforming the scale and economics of the industry through viral content distribution. Lastly, free-to-play business models have vastly increased the revenue potential of the category by eliminating upfront barriers and facilitating streams of small payments throughout the game journey.

We believe we have a repeatable and scalable game development process that is unparalleled in our industry. In the last decade, we have developed a catalog of more than 180 game IPs, which we continuously expand. We introduce new game IPs in a tournament format on our royalgames.com website, where we are able to gather rapid feedback from a subset of our sophisticated, highly engaged player base, which we refer to as VIPs. We adapt the most popular game IPs to our proven Saga format for launch on mobile and Facebook. We believe this approach has allowed us to develop games faster, at lower risk and at lower cost than our competitors. The result has been category-leading franchises including Candy Crush Saga, Pet Rescue Saga and Farm Heroes Saga.

We believe the inherently social nature of our games, our data-driven marketing processes, our cross-platform technology infrastructure and massive player network are key competitive advantages. We obtain the vast majority of our installs organically or through viral channels that are driven by the effectiveness of our social features. We seed these channels by leveraging our significant capabilities in paid player acquisition. We run thousands of discrete campaigns every 24 hours, each with individual target metrics, and all subject to the same target return parameters. As of December 31, 2013, we had a massive network of 324 million MUUs and a track record of long-term retention driven by game longevity and our proven ability to cross-promote new games to our audience.

We have put the long-term retention of our players at the heart of our business model. While our players are able to enjoy our games for free, we generate revenue by selling virtual items to a subset of players who wish to enhance their entertainment experience. Our approach is to make our pricing transparent and consistent throughout the game journey. Following these principles, we have gathered a wide base of approximately 12 million average MUPs, representing approximately 4% of our MUUs as of December 31, 2013. We believe that targeting a modest share of our customer’s entertainment spend drives game longevity and customer loyalty, and is the most effective way of building a sustainable business over the long term.

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We have built our business to significant scale with limited capital investment and disciplined business management, having raised only $9 million of primary capital to date and we have generated positive cash flow from operations for each of the last nine years. We have generated significant growth as our game portfolio, player network and mobile footprint have scaled. From the first quarter of 2012 to the fourth quarter of 2013 our gross bookings by quarter grew from $29 million to $632 million. Our profit (loss) also grew from $(1) million in the first quarter of 2012 to $159 million in the fourth quarter of 2013. For a description of how we calculate gross bookings and the limitations of this non-GAAP financial measure, see “Selected Consolidated Financial Data—Non-GAAP Financial Measures.”

Our Mission

Our mission is to provide highly engaging content to our audience to match their mobile lifestyles: anywhere, anytime and on any device. Our players always come first. We believe this approach is the most effective way of creating lasting value for our stakeholders.

Our Vision

Our vision is to build the leading entertainment company for a mobile world. We aim to deliver our games to a vast and socially-connected audience retained over the long term.

Our Heritage Is the Foundation of Our Success

We have been a leading developer and publisher of casual games on digital platforms since 2003. The category consists of games that typically include a puzzle element, are easy to learn but hard to master, can be played in a few minutes and are suitable for play on a wide range of devices. The category includes many sub-genres such as bubble shooters, match-3 and word puzzles. We have distributed our games on our website, and also on leading web properties of the time such as AOL, MSN and Yahoo! Our strategy has been to offer free-to-play games to a community of millions of players who compete against each other. Over the last decade, we believe we have accumulated a distinctive set of assets, capabilities and business processes. It has been the foundation of our mobile and social success to date and we believe it positions us uniquely to capture the current market opportunity.

• Our design teams built deep experience in casual game design and gathered extensive data on game performance. As of December 31, 2013, we have developed over 180 game IPs;

• We built a community of highly experienced, loyal and dedicated players on our website. We believe a subset of this community includes some of the most demanding players in the category and its sub-genres. Feedback from these players enables us to rigorously evaluate new game IP and to understand the mix of different game mechanics that leads to successful game IP;

• We built experience in operating a free-to-play business model, conversion of players to paying customers and retention;

• We built valuable experience in creating and optimizing community-based social features to drive engagement and retention; and

• We built technology infrastructure capable of managing very high volumes of game play, and gained experience and capabilities in operating live game services at high reliability: in 2013, our website operated millions of tournament game plays per day.

Industry Background

The digital entertainment industry is currently undergoing dramatic change driven by significant technology and consumer trends:

• Rapid growth of mobile platforms. According to Strategy Analytics, the global smartphone installed base will grow at a CAGR of 26.6% from 2012 to 2016, reaching 3.02 billion units.¹ Tablets are

¹  See (1) in “Market Data and User Metrics.”

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expected to grow at a CAGR of 40.3%, reaching 978 million units by 2016.² The proliferation of these powerful mobile platforms now enables large audiences to enjoy interactive entertainment whenever and wherever they wish. IDC estimates that in 2012 worldwide hours per month spent online on mobile devices was 12 billion, expected to rise to 63 billion by 2017, representing a 39% CAGR. Mobile spending on consumer paid content was $9.7 billion, expected to rise to $40 billion by 2017, representing a 33% CAGR.³

• Social networks as part of the entertainment fabric. eMarketer estimates there will be 1.7 billion users on social networks in 2013.⁴ The entertainment experience is social by nature. We believe that users now expect social features as a critical component of their entertainment experiences; such features enhance the consumer experience through interaction, collaboration and competition. In addition they introduce powerful virality to attract and retain the audience.

• App stores as key distribution and payment gateways. Mobile platforms and social networks have opened their platforms to developers, transforming the distribution and consumption of digital content. Developers can now distribute applications (apps) to a global audience and refresh these with regular content and feature updates. Key distribution platforms such as the Apple App Store, the Google Play Store, the Amazon Appstore and Facebook provide integrated payment systems. These allow users to make frequent small purchases in a convenient way using trusted infrastructure. According to Gartner, mobile app stores total downloads worldwide are expected to reach 268 billion and $77 billion in total revenue worldwide by 2017.⁵

These trends are having a significant impact on the digital gaming industry: the size of the global gaming audience is increasing dramatically, free-to-play models have vastly expanded the population of potential customers and sophisticated targeting strategies for player acquisition have made it economically viable in a sustainable way.

• The size of the digital gaming audience is increasing dramatically. By enabling broad distribution and virality, Facebook drove an initial surge and demographic shift in the digital gaming population. As smartphones and tablets have become key gaming platforms, this population is expanding further and the demographic broadening. According to IDC, smartphone and tablet game revenue will grow at a CAGR of 18.3% through 2017 to $14.5 billion. Most smartphone and tablet game revenue will be derived via the free-to-play business model.⁶ As a result, games now represent the largest share of time spent on smartphones and tablets, at 39% on smartphones and 67% on tablets, according to Flurry Analytics. We believe that this share of users’ time is not replacing other forms of leisure activity or entertainment, but is incremental and maximizes moments of free time.

• The “free-to-play” model has vastly expanded the population of potential customers. In “free-to-play” games, the audience can enjoy the experience for free and can choose to make in-app purchases. Free-to-play business models have significantly increased the revenue potential of the category by eliminating upfront barriers and facilitating purchases throughout a customer’s game experience. The emergence of transaction aggregation has brought down the price of in-app purchases to very low levels, which has vastly broadened the population of potential customers. As a result, many successful free-to-play games now generate revenue that are in line with the largest console titles.

• Sophisticated targeting has transformed player acquisition. The virality induced by social features has greatly boosted the potential returns on marketing investment. Furthermore, data analytics and the emergence of sophisticated ad targeting on digital platforms now allow highly granular campaign management. This provides the opportunity for increased overall efficiency and allows marketing to specific segments of the audience based on predicted ROI. These developments enable a rigorous approach to marketing investment sustained over the life of a game which greatly differs from the traditional burst marketing launch model.

²  See (2) in “Market Data and User Metrics.”

³  See (3) in “Market Data and User Metrics.”

⁴  See (4) in “Market Data and User Metrics.”

⁵  See (5) in “Market Data and User Metrics.”

⁶  See (6) in “Market Data and User Metrics.”

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Our Opportunity

Casual gaming is large and growing quickly driven by key technology and consumer trends, creating the potential for leading entertainment franchises to emerge from the category.

• Casual has been one of the most popular gaming categories for decades. Casual games are an enduring category of entertainment: they have been enjoyed since Egyptian times. Many of today’s most popular sub-genres were pioneered in Japan in the 1980s and have spawned historic global franchises such as Space Invaders, Pac-Man and Tetris. Large Internet portal sites, such as Yahoo!, as well as game destination sites, such as Pogo or king.com, attracted large audiences. comScore measured over 50 million monthly visitors globally to Yahoo! Games in May 2006.⁷

• The size of the casual audience is dramatically expanding. The casual category is distinguished by its broad appeal: it has historically attracted women between 35 and 50, and both the gender and the age mix are now widening. While Facebook drove wider adoption than the historic distribution channels, the proliferation of mobile devices has recently accelerated this trend. Furthermore, casual formats are well suited to mobile usage as they can typically be played in a few minutes, allowing frequent and unplanned breaks in gameplay that do not detract from the quality of the experience. As a result, in 2013, 67 of the top 100 games installed on the iOS platform and 44 of the top 100 games ranked by DAU on the Facebook platform, were in casual genres as measured using data from App Annie and AppData, respectively.

• Free-to-play has created the potential for casual to lead other categories by revenue. Despite mass market appeal and sizable audiences, casual titles have typically not reached the revenue scale of leading games industry franchises. The dramatic increase in the audience powered by the app stores combined with the effectiveness of free-to-play business models has allowed titles such as Candy Crush Saga to become the top grossing franchise in the United States on Apple’s iOS and the top grossing app on the U.S. Google Play Store for 2013 according to App Annie.

Our Value Proposition for Players

To address this opportunity, we have designed our mobile and social games to be playable anytime, anywhere and on any device. They have the following characteristics:

• Anytime. Our games can be enjoyed in short sessions allowing frequent and unplanned breaks in game play that do not detract from the quality of the experience.

• Anywhere. Our games can be enjoyed wherever our players are and on the vast majority of devices, connected or not.

• Seamlessly synchronized. A distinguishing feature of our platform is that players can switch seamlessly between devices and platforms and continue their game wherever they left off. Our platform offers real-time synchronization of level progression, social graph and virtual items.

• Highly engaging. Our games are easy to learn, but hard to master. While gameplay is simple and intuitive, it takes skill to progress in the game. This creates the sense of achievement that underpins the high engagement in our games.

• Inherently social. Our games provide social interactions that enhance the player experience: social connectivity is built around sharing achievements and helping each other to progress. The progression funnel is not narrowed through artificial blockers to force excessive social outreach or pay for progress. We believe this drives game longevity and audience loyalty.

• Free-to-play. Our players can enjoy our games for free. Most of those that reach the highest level of a game do so without making a purchase. For those who do, we price our virtual items relative to the entertainment value they deliver. We believe preventing buyer’s remorse drives long-term customer retention.

⁷  See (7) in “Market Data and User Metrics.”

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Our Core Strengths

We have developed a repeatable and scalable process for bringing successful mobile and social titles to a global audience quickly and cost effectively, while minimizing business risk. Utilizing our experience from a decade of operations, we have combined a unique set of assets, capabilities and business processes. We believe our model is fundamentally differentiated from competitors, will be challenging to replicate because we have developed our infrastructure, know-how and intellectual property over our more than ten years of experience with casual games, and strengthens our ability to deliver business predictability and sustainability.

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Game Design Capabilities, IP Catalog and Laboratory

Over the last decade, we have developed a proprietary catalog of more than 180 game IPs, which we introduce in a tournament format. Developing a new game IP has typically taken a team of three people 20 weeks, and we have created game IPs in most casual sub-genres over the years. We believe that our game studios have deep capabilities in the design of innovative and engaging casual games IPs. These capabilities have been strengthened and enhanced through the experience and performance data accumulated by operating our website. We believe this experience allows our teams to design and develop distinctive game IP more rapidly, at lower cost, and with lower risk than many of our competitors.

On royalgames.com, we first release new game IPs to a subset of sophisticated, highly engaged players, who we call VIPs. We have found that the underlying game mechanic of a game that is popular with VIPs is highly likely to be successful when adapted for mobile and social platforms. We believe this game IP selection process has substantially lowered our overall development costs and risks.

Unique, Repeatable, Scalable Game Development Process

We have a standardized process to adapt popular casual game IPs into a proven game format for launch on mobile and social platforms. Our first game format, the Saga, is a game development framework designed to provide a deep, viral and social game experience. It comprises a path through hundreds of game levels, social features that allow interactions with others, viral mechanics, and a variety of virtual items available for purchase. These features are embedded in our development platform, which is supported by a common software infrastructure. This prevents the duplication of development effort and mitigating the risks arising from lack of commonality across the code base. Popular new features developed in one game studio are productized and added to the development platform for use by all game studios. Our focus on the casual category and the shared adoption of the Saga format has allowed us to standardize the process to build rich mobile and social titles from the base game mechanic.

As of December 31, 2013, we launched six Saga titles since the launch of Bubble Witch Saga in September 2011. Each was a popular game IP on our website that we adapted into the Saga format. The vast majority went on to lead its sub-genre on Facebook by number of DAUs, and returned a multiple of its development cost. We currently define as franchised titles those that have reached the top five games on primary platforms by number of DAUs or grossings according to AppData, App Annie or Facebook. As of December 31, 2013 we have developed four such franchises: Bubble Witch Saga, Candy Crush Saga, Pet Rescue Saga and Farm Heroes Saga. We believe these achievements testify to the quality of our game IPs and the robustness and repeatability of our game development process.

Cross-platform Architecture Enhances Player Experience and Economics

Our unique cross-platform architecture allows our audience to play wherever they are: on Apple’s iOS’, Google’s Android or Amazon’s Kindle mobile devices, or on their desktop on Facebook. It also allows players to switch seamlessly between devices and platforms and continue their game wherever they left off: the platform offers real-time synchronization of level progression, social graph and virtual items. Cross-platform gameplay has been widely adopted by our audience, which we believe is evidence of an enhanced entertainment experience. In addition, it has driven increased engagement, cross-platform virality and retention. The resulting increase in customer lifetime value increases the return on our marketing investments. We intend to continue to develop all Saga titles for cross-platform gameplay.

Our game studios share an integrated development and service platform. Since our architecture provides a common player database, analytical platform and network marketing infrastructure, our Saga games share a substantial majority of common server-side code. This has allowed us to scale organically from one to six game studios in 24 months while preserving a low risk, low cost, high speed development and service platform. Two of these new game studios have developed two of our most successful franchises: Pet Rescue Saga and Farm Heroes Saga. We believe the demonstrated capabilities, scalability and cost efficiency of our technology

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infrastructure are ahead of the platforms deployed by our competitors and will be challenging to replicate as we have developed our infrastructure, know-how and intellectual property over our more than ten years of experience with casual games.

Efficient Engine to Drive Acquisition, Engagement and Retention

Our model for player acquisition is primarily viral and organic, supplemented by a data-centric, rules-based approach to marketing. The inherently social nature of our games drives virality. This virality is enhanced by our cross-platform synchronization. We enjoy a virtuous cycle where players that play our games on various platforms and devices share their enjoyment and progress with their friends who in turn then discover our games. In addition, a large number of players discover our games through organic channels. This results in attracting large numbers of players for whom there is no direct marketing expense. Historically, the significant majority of players who join our network are in both these unpaid categories.

We also make large investments in paid player acquisition, where returns are boosted by the viral impact. We have built extensive proprietary capabilities and technology infrastructure, which allow us to run acquisition campaigns in a highly granular and data-driven way. At any given time, we operate thousands of campaigns targeting hundreds of discrete audience clusters through a mix of channels and formats across multiple platforms, all subject to the same target return parameters. We monitor the results and systematically refresh our digital campaigns. We allocate all spend to maximize aggregate ROI regardless of content, channel or advertising format. We believe these capabilities and processes are distinctive and differentiate us from our competitors.

Massive Player Network and Loyal Customer Base

As of December 31, 2013, we have amassed a network of 324 million MUUs and our players have enjoyed over 41 billion gameplays in the month of December 2013. We focus heavily on building long-term relationships with these players, and in particular on our ability to retain them over the long term. We have a track record of successfully attracting our audience to new games and retaining them within our network: the average Bubble Saga, a game which preceded Bubble Witch Saga, player who joined our network in May 2011 subsequently has installed an average of five additional games. Our most mature franchise has continued to experience relatively high gross bookings as a percentage of its historical peak gross bookings. The median gross bookings over the 21 months after reaching this peak, as well as for the month of December 2013, were 71% of this peak. We believe this longevity is as a result of the continued release of new levels and content, and cross-promotion. To drive retention and cross-promotion, we use a data-centric, rules-based approach aimed at maximizing aggregate ROI, regardless of content, channel or advertising format. Our technology infrastructure allows us to actively manage and prioritize these communications to our audience in way that increases the long-term value of our network. Out of this audience, we have built a wide base of approximately 12 million MUPs, representing approximately 4% of our MUUs as of December 31, 2013. We believe this customer base to be one of the largest of its kind in the interactive entertainment industry.

Our Games

We develop and publish casual games on royalgames.com, our tournament portal, and on mobile and social platforms. Casual games typically include a puzzle element, are easy to learn but hard to master, and can be played with or against others. Progress in our games is based on skill and we design them to strike the right balance between challenge and progress. We build games across a variety of sub-genres, including switcher (moving pieces to create matches), bubble shooter (building clusters of pieces), clicker (clearing clusters of pieces), card games and several others. We have a proprietary catalog of more than 180 game IPs, which we continue to grow. We believe that our approach, combined with our focus on producing high quality games, has made us a leader in casual games.

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Our leading games include:

Candy Crush Saga. Our most popular game, Candy Crush Saga, had 93 million average DAUs and 1,085 million average daily games played across all platforms in December 2013. Candy Crush Saga is a switcher game in which players match candies in combinations of three or more to win points and defeat obstacles. Candy Crush Saga was launched in the first quarter of 2011 on our website, the second quarter of 2012 on Facebook, and the fourth quarter of 2012 on mobile.

Players progress through a colorful candy world with over 500 levels, each offering a different puzzle challenge. For example, there are levels where the objective is to clear the board of jellies, levels where the objective is to bring different ingredients to the bottom of the screen and timed levels where the objective is to reach a minimum score before the clock counts down. The levels get progressively more difficult, with obstacles such as chocolate machines adding further layers of complexity to the game. If players enjoy a specific level, they can return to play it again to see if they can achieve the best “three star” rating. Candy Crush Saga is synchronized across platforms, allowing players to switch seamlessly between devices and platforms and continue their game wherever they left off.

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Pet Rescue Saga. Pet Rescue Saga is a clicker game in which players click on groups of similarly colored blocks in order to clear them from the screen. The game offers over 440 levels of play in an animal themed adventure where players have to rescue a range of cute pets from the evil Pet Snatchers. Pet Rescue Saga had 15 million average DAUs and 129 million average daily games played across all platforms in December 2013. Pet Rescue Saga was launched in the third quarter of 2009 on our website, the fourth quarter of 2012 on Facebook, and the second quarter of 2013 on mobile.

The aim is to clear enough blocks to guide pets to safety at the bottom of the screen while also achieving the minimum score required. Players also need to think through the consequences of removing any one set of block as this will cause other blocks to move sideways or fall into play. Pet Rescue Saga offers additional challenges in the form of caged pets, stony floors that require a key to unlock and diamonds that can only be removed by landing them on a stony floor. As with the other Saga format games, players can continue through the game without losing lives as long as they complete each level. Players can also return to specific levels in order to achieve the best “three star rating.” Pet Rescue Saga is synchronized across platforms, allowing players to switch seamlessly between devices and platforms and continue their game wherever they left off.

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Farm Heroes Saga. Like Candy Crush Saga, Farm Heroes Saga uses a switcher format, but unlike Candy Crush Saga, it focuses on a collection mechanic. The game is set in a fantasy farmland world with over 380 levels. Farm Heroes Saga was launched in the fourth quarter of 2010 on our website, in the second quarter of 2013 on Facebook and in the first quarter of 2014 on mobile. Farm Heroes Saga had 8 million average DAUs and 59 million average daily games played across all platforms in December 2013.

The game requires players to collect different farm elements such as carrots, apples, onions and water by matching at least three in a row. To progress, players need to collect sufficient quantities of each element within a limited number of moves. Once a player has collected enough of each element, the game goes into “Hero Mode” enabling the player to boost the score through careful use of the remaining moves.

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Papa Pear Saga. Papa Pear Saga is a physics-based game with a tropical theme and contains over 290 levels. Papa Pear Saga had 5 million average DAUs and 37 million average daily games played across all platforms in December 2013. The game was launched in the second quarter of 2012 on our website, in the second quarter of 2013 on Facebook and in the fourth quarter of 2013 on mobile.

The game format features elements of pinball and pachinko. Players have to shoot “Papa Pear” from a cannon at the top of the screen in order to have him fall into buckets at the bottom of the screen. If players select the right trajectory and power, Papa Pear will hit different elements such as acorns, berries and carrots. This will help clear the screen, making it easier to hit the buckets, and improve the score for the level. If a player uses too much power in the shot or gets the trajectory wrong, Papa Pear will bounce wildly. Different levels also have additional objectives, such as eliminating the right number of acorns or carrots within the allocated number of shots. Once Papa Pear has met the objective, the level ends in a “Papa Fiesta,” as all remaining Papa Pears dive into play.

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Bubble Witch Saga. Bubble Witch Saga is a bubble shooter game in which players need to pick their shots carefully in order to get through a field of bubbles and then clear at least nine spaces at the top of the screen. Over 520 levels of play are offered in this witch-themed game featuring cats, spiders and spirits. Bubble Witch Saga had 3 million average DAUs and 23 million average daily games played across all platforms in December 2013. The game was launched in the fourth quarter of 2010 on our website, the third quarter of 2011 on Facebook and the third quarter of 2012 on mobile.

To make it challenging, each level limits the number of bubbles players can shoot and also sets a minimum score requirement. Points are earned as bubbles fall into cauldrons at the bottom of the screen, bouncing off spiders to increase their value. Through successive accurate shots, players can increase the number of spiders on screen and their score potential. In order to succeed, players not only need to aim accurately but also to plan their shots in advance. As typical in the Saga format, the levels become more difficult as the game progresses. Puzzle challenges include bubbles locked in crystal, bubbles that infect their neighbors with a virus and “bubbles of doom” that explode upon contact. As with our other games, players can return to specific levels again in order to achieve the best “three star” rating. Bubble Witch Saga is synchronized across platforms, allowing players to switch seamlessly between devices and platforms and continue their game wherever they left off.

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Our Business Model

We believe that targeting a modest share of the entertainment spend of a wide base of customers is a source of game longevity and customer loyalty, and the most effective way of building a sustainable business over the long term.

Our Approach

The overarching goal of our business model is to foster long-term player retention within our network. As a result, we have developed, and continue to enhance, our model on the basis of the following principles:

• Focus on retention. We design our games to strike the right balance between challenge and progress. Lack of challenge will make players lose interest, while lack of progress will ultimately damage retention. Monetization is another dimension that can enhance or detract from retention; our approach is to put retention always ahead of monetization in achieving the desired balance.

• Free-to-play. Our players can enjoy our games for free. Most of those that reach the highest level of a game do so without making a purchase. For those who do, we price our virtual items relative to the entertainment value they provide. We believe preventing buyer’s remorse drives long-term customer retention.

• Pricing transparency and consistency. We keep the rules of the game economy identical throughout the game: the progression funnel is not narrowed through artificial blockers to force excessive social outreach or pay for progress. We believe this facilitates retention and game longevity.

Our Virtual Items

We offer a range of virtual items to our customers. We currently offer three categories of virtual items:

• Entertainment time. Players can extend the duration of their game session by buying a fresh set of lives, additional moves when they run out or additional time if the clock has counted down.

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• Skill enhancements. Players can buy a wide variety of boosters that enhance their skills to help them to progress through the game.

• Access to content. To unlock new episodes, players have several options: perform a series of quests, request help through social channels, SMS text message or purchase access.

Most of these items are immediately consumed, but some are used over extended sessions. We do not offer collectible items that do not enhance the player experience or items whose sole purpose is to drive status or bragging rights.

In our early social games, much of the monetization was through the sale of durable virtual items that, for example, gave players infinite lives or permanent skill enhancements. However, we found that overall

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monetization was improved by shifting from selling higher price, durable virtual items to lower price, consumable virtual items, such as boosters, additional moves or lives. As such, we shifted our focus to selling consumable virtual items.

Our Key Metrics and Attractive Financial Model

Our key financial metrics, which include gross bookings, revenue and adjusted EBITDA, and our key operating metrics, which include DAUs, MAUs, MUPs and MUUs, have grown significantly in the last two years. We believe this trend is a result of our ability to profitably grow, retain and monetize our massive player network and loyal customer base.

For a description of how we calculate each of these metrics and factors that have caused fluctuations in these metrics, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics.”

The charts below highlight our key metrics:

We believe that we benefit from an attractive financial model that has demonstrated high revenue growth and significant operating leverage. From the first quarter of 2012 to the fourth quarter of 2013, our revenue has increased from $22 million to $602 million and adjusted EBITDA has increased from $6 million to $269 million, respectively. The large majority of our expense base is variable and therefore provides significant financial flexibility. We have built our business with only $9 million of primary capital since inception, and have generated positive cash flow from operations for each of the last nine years. Our proprietary cross-platform technology architecture has allowed us to scale our player network and game franchises with minimal capital expenditure requirements. Gross bookings and adjusted EBITDA are non-GAAP financial measures

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that are not calculated in accordance with IFRS. For a description of how we calculate gross bookings and adjusted EBITDA, the limitations of these non-GAAP measures and a reconciliation of these non-GAAP and non-IFRS measures, see “Selected Consolidated Financial Data—Non-GAAP Financial Measures.”

Key Strategies

Our key strategies are:

• Strengthen and broaden our unique game development model. Our success has been predicated on designing high quality game IP, selecting the most popular ones through our tournament portal and adapting them into our Saga format for launch on mobile and social platforms. We intend to strengthen our pipeline by growing the volume of new game IP; we intend to evolve our tournament portal to keep it fresh and effective; we intend to keep evolving the Saga format while building new formats to make further use of successful game IP.

• Continue to provide highly engaging cross-platform content. We seek to nurture and extend our four global franchises while we widen our portfolio of mobile and social titles by building on our game IP catalog. Since July 1, 2011, we launched a game on mobile and/or social platforms in every six month period.

• Grow our network. We cultivate the loyalty and organic viral growth of our player network by offering an engaging, cohesive and connected experience. We intend to deliver value that goes beyond a collection of individual content properties by increasing the scale and frequency of social interactions across the network and to continue to acquire audiences beyond our organic reach through the rigorous execution of our rules-based paid acquisition campaigns.

• Expand to new platforms and geographies. We currently offer our games on three primary third-party platforms—the Apple App Store, the Google Play Store and Facebook. We intend to offer our content on major platforms that provide access to a significant user base in a particular region. For example, in June 2013, we began offering our games on the Amazon Appstore and, in September 2013, we launched Candy Crush Saga on KakaoTalk. We will continue to engage with alternative and emerging platforms to widen the distribution of our content. We evaluate regularly geographic expansion opportunities, including markets where our core distribution channels and social platforms are less prevalent. We intend to invest selectively as such opportunities arise.

• Foster process innovation through technology stack ownership. We believe that complete control of our technology stack from our King Cloud infrastructure to our game engines and marketing and analytics platforms provides us with key advantages in achieving performance and scale, transparency of operation, speed of innovation and a highly engaging player experience. This has been enhanced by our focus on a single game category. We intend to maintain control and ownership of our technology stack as we grow.

Studio and Game Development

Our game development is structured for creating new game IPs which we introduce on our skill tournament website and for developing cross-platform titles that are launched across mobile and social platforms. In 2013 we renamed our tournament website royalgames.com and introduced the “Kingdom” on king.com, a platform where players can play our Saga games together with other players with their game progression synchronized.

Royalgames.com (previously king.com)

• In the last decade, we have developed a proprietary catalog of more than 180 game IPs, which we continually expand. Developing a new game IP has typically taken a team of three people 20 weeks. While most of the game IPs have historically been designed and developed in our Stockholm game studios, we have added game IP design teams to new game studios as we build them.

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• On royalgames.com, we first introduce new game IPs to a subset of sophisticated, highly engaged players, who we call VIPs. We have found that the underlying game mechanic of a game that is popular with VIPs is highly likely to be successful when adapted for mobile and social platforms. We believe this game IP selection process has substantially lowered our overall development costs and risks.

Mobile and Social Titles

• We have a standardized process to adapt popular casual game IPs into a proven game format for launch on mobile and social platforms. Our first game format, the Saga format, is a game development framework designed to provide a deep, viral and social game experience. It comprises a path through hundreds of game levels, social features that allow interactions with others, viral mechanics and a variety of virtual items available for purchase. These features are embedded in our development platform, which is supported by a common software infrastructure.

• The rise of connected platforms and free-to-play models has given developers the ability to manage a game over its lifecycle following its initial launch in a “game as a service” model. Developers can add and modify content and features to optimize and enhance the game experience. These developments have transformed game longevity and economics and successful games now require a continuous stream of content and feature releases to engage and retain the audience.

• Each of our Saga titles are developed and operated by several multi-disciplinary teams. The mobile and social teams cooperate in a symbiotic relationship where they share knowledge and assets continuously inside the title team, but also within their game studio and across other game studios. The same team that develops and launches the game will maintain and further develop the game once it has become a live service. To preserve the start-up atmosphere, our game studios do not grow beyond 80 game development personnel. We might open several game studios in a single location to go beyond that natural ceiling.

• Our game studios share an integrated development and service platform. Since our architecture provides a common player database, analytical platform and network marketing infrastructure, our Saga games share a substantial majority of common server-side code. This has allowed us to scale organically from one to six game studios in 24 months while preserving a low risk, low cost, high speed development and service platform. Two of these new game studios have developed two of our most successful franchises: Pet Rescue Saga and Farm Heroes Saga.

As of December 31, 2013, we had 463 game development and other development support personnel in our six game studios in Stockholm, Barcelona, Bucharest, Malmö, and London.

Marketing and Analytics

We have a highly disciplined rules-based approach to acquiring and retaining players and migrating them among our titles. We rely on the unique cross-platform data set generated by our player network to direct our decisions. We have built extensive capabilities and technology infrastructure, which allow us to invest in marketing campaigns in a highly granular and data-driven way. We believe the combination of the cross-platform nature of our approach, our scale, capabilities and technology platforms provide us with a competitive advantage.

• Organic discovery and virality. Our games are inherently social and provide our audience with features that allow them to interact with others, such as comparing relative progress, sharing milestones, sending gifts or asking for help. These features enhance the virality of our games, which results in our attracting large numbers of players for whom there is no direct marketing expense associated with their acquisition. In addition, a large number of players discover our games through channels that are not attributable to direct virality or paid acquisition. Historically, the significant majority of players who join our network come from one of these “unpaid” sources.

• Value driven approach to marketing. We apply rules-based processes based on estimated customer lifetime value (CLV) to both our paid acquisition and our on-network marketing programs. We

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algorithmically derive CLV based on trend performance and a set of criteria including country, game and cohort. We frequently refresh these clusters and adjust accordingly our acquisition strategies. In addition, we systemically review the accuracy of our algorithmic CLVs. This value-driven approach informs decisions around our level of spend and the content of our campaigns.

• Systematic multi-channel paid acquisition. We make substantial investments in player acquisition, re-engagement and retargeting. As our games are played on multiple devices, we deploy our campaigns across a wide mix of social, mobile and TV channels. Because of the enhanced value generated from cross-platform usage, we believe we can deliver higher returns over time than our competitors that operate on a single platform. In addition, we believe the rising awareness of our game brands will bring down the cost of player acquisition. We believe our scale and channel diversification contribute to better buying economics. At any given time, we operate thousands of campaigns targeting hundreds of discrete clusters through a mix of channels and formats across multiple platforms, all subject to the same target return parameters. We allocate our spend to maximize aggregate ROI regardless of content, channel or advertising format. We monitor the results of, and systematically refresh, our digital campaigns. We believe these capabilities and processes are leading-edge relative to our competitors.

• Network marketing. We have built and continue to invest in our network marketing infrastructure. To drive retention and cross-promotion, we use a data-centric rules-based approach aimed at maximizing aggregate ROI regardless of content, channel or advertising format. We have a variety of mechanisms to retain players and cross-promote additional games: these include navigation bars, in-game banner advertising, incentivized cross-installs, email and off-network retargeting of players. Our technology infrastructure allows us to actively manage and prioritize these communications in a way that increases the long-term value of our network. We coordinate free and paid network marketing channels in order to maximize network CLV and ROI. To foster cooperation among our game studios, we align game studio incentives with network performance.

• Business analytics and platforms. We have built extensive analytics capabilities and proprietary technology infrastructure to support the growth and retention of our audience through data-driven marketing and management of our games. Key capabilities include a single player view across multiple platforms in order to inform our acquisition and retention strategies, including the attribution of viral installs. We also use analytics to balance challenge and progress to drive a sense of achievement in our games while ensuring the vast majority of players can complete them for free.

Our Technology

In December 2013, an average of 128 million DAUs played our games more than 1.2 billion times per day through a robust and scalable proprietary server infrastructure built on commodity hardware that supports approximately 700,000 DAUs per application server. We believe the combination of our technology assets and our capabilities is a source of sustainable competitive advantage.

We have designed our technology platform to offer a seamlessly synchronized, cross-platform experience to our audience, to provide a common integrated development and service platform to our game studios, and to drive innovation and efficiency in our core business functions. Our development philosophy has the following guiding principles:

• Common platform. We make fundamental architecture decisions centrally and our game studios share a single development and game operation platform. This drives speed to market, low cost and organic scalability as we open new game studios that use and add to the platform. This approach also enables our open source development model where feature innovation takes place in every game studio for the benefit of all games.

• The King development approach. We operate in small autonomous teams, faithful to core agile principles. We aim to retain a start-up entrepreneurial mentality. System operations and development teams design and operate together the operating architecture and platform, which has been a key driver of our technology leadership.

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• Total ownership. We believe that complete control of our technology stack from the King Cloud infrastructure to our game engines and marketing and analytics platforms provides us with key advantages in achieving performance and scale, transparency of operation, speed of innovation and a highly engaging player experience.

By embracing these principles, we have delivered performance, resilience and high scalability at a fraction of comparable industry costs. Our platform delivers the following:

• Seamlessly synchronized cross-platform experience. A distinguishing feature of our platform is to allow players to switch seamlessly between devices and platforms and continue their game wherever they left off. The platform offers real-time synchronization of level progression, social graph and virtual items.

• Common integrated development and service platform. Our game studios share an integrated development and service platform. Since our architecture provides a common player database, analytical platform and network marketing infrastructure, our Saga games share a substantial majority of common server-side code. This has allowed us to scale organically from one to six game studios in 24 months while preserving a low risk, low cost, high speed development and service platform. Our Malmö and London game studios have respectively developed Pet Rescue Saga and Farm Heroes Saga, two of our most successful franchises. We believe the demonstrated capabilities, scalability and cost efficiency of our technology infrastructure are ahead of the platforms deployed by our competitors and will be challenging to replicate.

• Innovation and efficiency in our core business functions. Our ability to improve the performance of our games and the effectiveness and efficiency of our retention and acquisition strategies relies on intense analysis of the massive amounts of data generated by our audience. Our architecture has been designed to scale horizontally to accommodate the exponential amounts of data our network generates. This allows our player acquisition, network marketing and analytics teams to cooperate with each other and the technology teams to design, deliver and share innovations.

The key components of our technology stack include:

• The King Cloud. We own, operate and manage our own server infrastructure, the King Cloud, which hosts all of our shared platform components. Our server infrastructure is located at a primary and a separate back-up third-party data center both of which are located in Sweden. We have developed processes and tools that allow us to add more production capacity to games within minutes. Our fail-over strategy is designed to have redundant hosting with fast failover of critical systems. We have been PCI DSS Level 2 compliant since 2007 and have not experienced a material security incident since inception.

• Plataforma. Our core back-end framework, which we call Plataforma, is common to all games and deals with caches, database connections, messaging, social network connections, A/B testing, products and items, player profiles, event management, instrumentation, session handling and much more.

• Social network abstraction layer. The social network abstraction layer allows us to easily support integration with multiple different social networks, such as Facebook and Google+, using the same code base. We believe the abstraction can easily be extended to support new networks in the future.

• Game engines. Our game engines allow us to develop a single source code base that covers both Apple’s iOS and Google’s Android. This allows simultaneous launch on both platforms which improves viral flows, thereby driving higher engagement and retention and bringing down the cost of player acquisition. We use Flash technologies for web-based games.

• Data warehouse. We process very large volumes of data related to game play and related activities. Our data warehouse processes, collates and structures this in a variety of ways so it can be used for ad-hoc analysis, real time in-line analysis and in standardized reports.

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• Services. We build and operate a range of services built on the foundation provided by Plataforma and our data warehouse. Today, these include a service that drives traffic between games with cross-promotions and a system that determines the origin of mobile game installs. We plan to expand the list and depth of services substantially.

• Open source technologies. We make judicious use of open source technologies which increases the speed at which we can develop our platforms and deploy our games at scale. Open source technologies that we use include Hadoop, MySQL and Java.

Our Values

Our values are the core set of principles according to which we run our company day to day. Adherence to our values is both a key recruitment criterion and a critical part of the internal framework for personal development.

• Player is king. The player comes first in everything we do.

• Passion & Performance. Everything we have goes into everything we do. Focused and hungry, we make things happen.

• Fast & Fluid. We’re agile and adaptable problem solvers. Prepared to fail, we don’t make excuses and we never stand still.

• Humble & Open. We listen, we learn, we share. We’re modest and always open to the possibilities.

• Fun & Friendly. Free to be ourselves, we treat people like a friend. We fill our tone with fun, joy and optimism.

We believe we have gathered a group of exceptionally talented people, who enjoy working with each other to create and operate some of the most successful games in the world.

We are immensely proud of the passion, creativity and dedication of our teams, which is the foundation of what we have achieved.

We are passionate about preserving and nurturing a transparent company culture where we let creative juices flow and visions of technology futures blossom, and we focus together on building a company that will last.

Intellectual Property

Our success depends in part upon our ability to use and protect our core intellectual property. We rely on U.S. federal, state, international and common law rights, as well as contractual restrictions. We control access to our intellectual property through license agreements, confidentiality procedures, non-disclosure agreements with third parties, employment agreements and other contractual rights to protect our intellectual property.

In addition to contractual arrangements, we protect our intellectual property rights by relying on a combination of copyright, trademarks, patents, domain names, trade secrets and trade dress. Where appropriate, we pursue the registration of designs, copyright, domain names, trademarks and service marks in the EU, United States and in other jurisdictions. In addition we have made several registrations for our copyrights in the United States, and registrations for designs in the EU. Our trademarks in the EU, United States and elsewhere relate to our corporate King brand, our game names, app icons and game elements where appropriate. We also own more than 30 granted patents in the United States and elsewhere. While most of the intellectual property we use is created by us, we have, in some cases, acquired certain rights to proprietary intellectual property from others.

We also generally control access to and use of our intellectual property and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, and partners, and the protection of U.S. and international copyright laws. Despite our efforts to protect our trade secrets and proprietary rights through these efforts, unauthorized parties may still copy or otherwise obtain and

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misuse our intellectual property. Protecting our intellectual property rights is costly and time-consuming. Any unauthorized disclosure or use of our intellectual property could affect the reputation of our games or brand and make it more expensive to do business thus harming our operating results. Despite our efforts to protect our intellectual property rights, unauthorized parties have attempted to copy or otherwise to obtain and use our technology and games. For example, some companies have released games that are very similar to other successful games in an effort to confuse the market and divert players from their competitor’s games to their copycat games. To the extent that these tactics are employed with respect to any of our games, it could reduce our revenue that we generate from these games.

In addition, we cannot be certain that our intellectual property does not or will not infringe valid patents, copyrights or other intellectual property rights held by third parties. We may be subject to legal proceedings and claims from time to time relating to the intellectual property of others, as discussed in “Risk Factors—Risks Related to Our Business—Failure to protect or enforce our intellectual property rights or the costs involved in such enforcement could harm our business and operating results.” As we face increasing competition and as our business grows, it is very possible that we will face in the future, allegations by third parties, including our competitors and non-practicing entities, that we have infringed their trademarks, copyrights, patents and other intellectual property rights.

Competition

We face significant competition in all aspects of our business. We compete for the leisure time, attention and discretionary spending of our players on the basis of a number of factors, including quality of experience, access and value. While we face a large and diverse group of current and potential competitors, we believe our ability to keep delivering highly engaging daily entertainment will allow us to sustain and extend our marketing leadership position.

Our competitors include:

• Other Game Developers. We face competition from a number of competitors who develop games on social networks, mobile, PC and consoles, some of which include features that compete with our casual games and have community functions where game developers can engage with their players. Some of these competitors include Activision Blizzard, Inc.; DeNA Co., Ltd.; Electronic Arts Inc.; Gree International, Inc.; GungHo Online Entertainment America, Inc.; Microsoft Corporation; Nexon Co. Ltd.; NHN Entertainment Corp.; Supercell Oy; Tencent Holdings Limited; and Zynga Inc.

• Emerging and Potential Game Developers. Many new developers enter the gaming market on a regular basis, some of which see significant success in a short period of time. Additionally, we could face increased competition if large companies with significant online presences, such as Amazon.com, Inc., Apple, Inc., Facebook, Inc., Google Inc., The Walt Disney Company or Yahoo! Inc., choose to enter or expand in the games space or develop competing games.

• Other Forms of Media and Entertainment. We compete more broadly for the leisure time and attention of our players with providers of other forms of traditional and interactive entertainment, including social networking, video, reading and music.

Government Regulation

We are subject to laws and regulations in the United States and other jurisdictions that affect companies conducting business on the Internet, many of which are still evolving and could be interpreted in way that could harm our business.

We are also subject to laws in the United States and other jurisdictions regarding privacy and protection of player data. We post a privacy policy and terms of service with our games, in which we describe our practices concerning the use, processing and disclosure of player data. Any failure by us to comply with our posted privacy policy or privacy related laws and regulations could result in proceedings against us by governmental authorities or others, which could harm our business. Our compliance with our privacy policy is also subject to regulation by

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the United States Federal Trade Commission, which may bring enforcement actions under Section 5 of the Federal Trade Commission Act against unfair and deceptive trade practices, including the violation of privacy policies, as well as European authorities. In addition, the scope and interpretation of data protection laws and their application to mobile games and the Internet may be unclear and, in certain countries, is in a state of flux. There is a risk that these laws may be interpreted and applied in conflicting ways in different states, countries, or regions, and in a manner that is not consistent with our current data protection practices. Complying with these varying requirements could cause us to incur additional costs and change our business practices. Further, any failure by us to adequately protect our players’ privacy and data could result in a loss of player confidence in our services, and ultimately in a loss of players, which could adversely affect our business.

In addition, because our services are accessible worldwide in a variety of countries, certain jurisdictions may claim that we are required to comply with their laws, including even jurisdictions where we have no local entity, employees or infrastructure. For a description of risks relating to evolving privacy laws, see the section titled “Risk Factors—Risks Related to Our Business—The laws and regulations concerning data privacy and data security are continually evolving; our or our platform providers’ actual or perceived failure to comply with these laws and regulations could harm our business.”

Facilities

We lease approximately 25,000 square feet of office space in London, United Kingdom, under a lease that expires in December 2020. This facility currently accommodates certain executive, marketing, business development, human resources, finance, legal and administrative activities. We also lease approximately 25,500 square feet of office space in Stockholm, Sweden, under a lease that expires in 2015. We have also committed to leasing an additional 61,600 square feet of office space in Stockholm, Sweden, beginning in December 2014, under a lease that expires in 2019.

In addition, we lease office space in St. Julian’s, Malta; Bucharest, Romania; Barcelona, Spain; multiple facilities in Stockholm, Sweden; Malmö, Sweden; and San Francisco, California. We also own servers in two data centers in Sweden pursuant to various commercial agreements.

We believe that our existing facilities are sufficient for our current needs. We intend to add new facilities and expand our existing facilities as we add employees and expand our markets. We believe that suitable additional or substitute space can be obtained on commercially reasonable terms as needed to accommodate any such expansion of our operations.

Employees

As of December 31, 2013, we had 665 employees. We had a total of 144 and 338 employees as of December 31, 2011 and 2012, respectively. We also use independent contractors.

We are party to a collective bargaining agreement as required by local law with respect to our employees located in Barcelona, Spain.

Legal Proceedings

We are currently not a party to, and are not aware of any threat of, any legal, arbitration or administrative proceedings that, in the opinion of our management, are likely to have a material and adverse effect on our business, financial condition or results of operations. From time to time, we may become a party to various legal or administrative proceedings, investigations and claims incidental to the conduct of our business. Regardless of the outcome, legal or administrative proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

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MANAGEMENT

Directors and Senior Management

The following table sets forth information regarding our senior management, consisting of the executive officers identified below, and our directors as of January 31, 2013. Unless otherwise stated, the business address for our directors and officers is c/o King Digital Entertainment plc, Fitzwilton House, Wilton Place, Dublin 2, Ireland.

Name	Age		Position
Riccardo Zacconi		46	Chief Executive Officer and Director
John Sebastian Knutsson		45	Chief Creative Officer and Director
Stephane Kurgan		46	Chief Operating Officer and Director
Hope Cochran		42	Chief Financial Officer
Robert Miller		45	Chief Legal Officer and Corporate Secretary
Melvyn Morris (1)		57	Chairman of the Board of Directors
Roy Mackenzie (1)(2)		42	Director
Gerhard Florin (1)(2)		54	Director
Robert S. Cohn		64	Director
E. Stanton McKee, Jr. (2)		69	Director

(1) Member of compensation committee.

(2) Member of audit committee.

(3) Member of nominating and corporate governance committee.

Executive Officers

Riccardo Zacconi is one of our founders and has served on our board of directors and as our Chief Executive Officer since March 2003. Mr. Zacconi has more than 14 years experience in the online and consumer industry. Previously, Mr. Zacconi served as Vice President of European Sales and Marketing at uDate.com Ltd., an online dating service, until it was acquired by InterActive Corporation in 2002. Prior to uDate.com, Mr. Zacconi was an Entrepreneur in Residence at Benchmark Capital Partners, Managing Director at Spray Network GmbH, a Qualified Case Leader at The Boston Consulting Group, Inc. and a consultant at LEK Consulting LLP. Mr. Zacconi holds a B.A. in Economics from LUISS University, Italy.

John Sebastian Knutsson is one of our founders and has served on our board of directors since October 2003, as our Chief Creative Officer since June 2004 and as our Executive Product Developer from February 2003 to June 2004. Mr. Knutsson has more than 18 years experience in the Internet industry. Previously, Mr. Knutsson served as the founder and Chief Creative Officer of Fjord Network AB, a developer of IP-telephone services, co-founded Spray Ventures AB and served in various product development positions at Lycos Europe, N.V., Spray Network AB and Razorfish, Inc. until it was acquired by Lycos, Inc. Mr. Knutsson has served as a member of the board of directors of Joshsthlm AB since 2006. Mr. Knutsson previously served on the board of directors of GS Knutsson AB until April 2013. Mr. Knutsson holds a B.A in Cost Analysis and Finance from Stockholm School of Economics, Sweden.

Stephane Kurgan has served on our board of directors since April 2012 and as our Chief Operating Officer since April 2011. Mr. Kurgan has more than 20 years of management experience in high growth technology businesses. Prior to joining us, Mr. Kurgan served as the Chief Financial Officer at Tideway Systems Ltd., a data center management software company that was acquired by BMC Software, Inc., served as a Senior Vice President and Managing Director of enba plc, held various sales and product management roles at Bureau van Dijk Electronic Publishing BV, and was a consultant with McKinsey & Company, Inc. Mr. Kurgan has served as a member of the board of directors of HK Ltd. since January 2006. Mr. Kurgan previously served on the board of directors of Lasker Fund LP and Gladstone Capital Management LLP until December 2012. Mr. Kurgan holds a B.A. in Economics from the Universite Libre de Bruxelles, Belgium, a Diploma in International Relations from the Johns Hopkins University SAIS School, Italy, and an M.B.A. from INSEAD, France.

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Hope Cochran has served as our Chief Financial Officer since October 2013. Ms. Cochran has more than 18 years of senior executive experience at various technology companies. Prior to joining us, Ms. Cochran served in several positions at Clearwire Corporation, most recently as Chief Financial Officer, until it was acquired by Sprint Nextel Corporation in 2013. Prior to Clearwire Corporation, Ms. Cochran served as Chief Financial Officer at Evant Incorporated, as Controller of the Americas - Sales Operations at PeopleSoft, Inc., as a founder and the Chief Financial Officer of SkillsVillage until it was acquired by PeopleSoft, Inc. in 2001, and as an auditor at Deloitte & Touche LLP. Ms. Cochran holds a B.A. in Economics and Music from Stanford University.

Robert Miller has served as our Chief Legal Officer and Corporate Secretary since August 2012. Mr. Miller has more than 18 years of leadership and industry experience in legal departments at various technology, media and communications companies. Prior to joining us, Mr. Miller served as Head of Legal – International at LivingSocial, Inc., as Vice President and General Counsel at Skype S.à. r.l., as Senior Director of Legal and Government Affairs at eBay U.K. Ltd., and as Corporate Counsel at British Telecommunications plc. Mr. Miller holds a B.A. (Hons) in Economics and Government from The University of Manchester, England, qualified from the City Law School, London, England, and completed the International Executive Programme in General Business Management at INSEAD, France.

Non-Executive Directors

Melvyn Morris has served as Chairman of our board of directors since September 2003. Mr. Morris has more than 30 years experience in the software industry, including 15 years working with consumer and B2B Internet-centric businesses. Mr. Morris currently serves as Investor Director for Lance Resources Limited and Skyhill Investments SA, two investment companies owned by him. Previously, Mr. Morris founded and served as Chief Executive Officer of Prevx Limited, a developer of cloud-based Internet security solutions until it was acquired by Webroot, Inc. where Mr. Morris then served as Chief Architect and Chief Technology Officer. Mr. Morris also served as Chief Executive Officer of uDate.com Inc. and as Chief Executive Officer of Prometrics Limited. Mr. Morris previously served as a member of the board of directors of Interregnum Plc, Soflow Limited, Webscreen Technology Limited and Derby County Football Club, a U.K. professional soccer club.

Roy Mackenzie has served as a member of our board of directors since December 2006. Mr. Mackenzie is a Partner at Apax Partners LP, where he focuses on investments in the technology and telecom sector. Prior to joining Apax Partners in 2003, Mr. Mackenzie was a consultant at McKinsey & Company, Inc., where he focused on serving technology industry clients. Mr. Mackenzie currently serves as a member of the board of directors of Epicor Software Corporation and Sophos Ltd. Mr. Mackenzie previously served as a member of the board of directors of NXP BV. Mr. Mackenzie holds an M.B.A. from the Stanford Graduate School of Business and a Masters of Engineering from Imperial College, London.

Gerhard Florin has served as a member of our board of directors since September 2010. Dr. Florin is also the owner and controller of G. Florin Consulting GmbH. Dr. Florin previously served in various positions at Electronic Arts Inc., including as Executive Vice President, Global Publishing Operations from 2005 until 2010, as Senior Vice President and Managing Director, European Publishing from April 2003 until September 2005, as Vice President, Managing Director for European countries from 2001 until April 2003, and as Managing Director for German speaking countries from 1996 until 2001. Prior to joining Electronic Arts Inc., Dr. Florin held various positions at BMG, the global music division of Bertelsmann AG, and worked as a consultant with McKinsey & Company, Inc. Dr. Florin currently serves as a member of the board of directors of Funcom N.V., G. Florin Consulting GmbH, Innogames GmbH, Kobojo GmbH and Tipico Co. Ltd. Dr. Florin previously served on the board of directors of Electronic Arts until December 2010. Dr. Florin holds a Master’s and Ph.D. in Economics from the University of Augsburg, Germany.

Robert S. Cohn has served as a member of our board of directors since March 2013. Mr. Cohn also serves as the Chairman of the board of directors of RelateIQ, Inc., as a Senior Advisor to Coatue Management LLC, and as an independent investor and advisor to emerging companies. Previously, Mr. Cohn was an investing partner at Sequoia Capital LLP. Prior to Sequoia, he founded Octel Communications Corporation in 1982 where he served

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as Chairman and Chief Executive Officer. After Octel Communications was acquired in 1997 by Lucent Technologies, Inc., he served as President of the Octel Messaging Division and as an Executive Vice President of Lucent Technologies for two years. Prior to Octel, Mr. Cohn was a consultant at McKinsey & Company, Inc., and worked in the Division of Financial Affairs and Relations at Banque Rothschild in France. He previously served as a Trustee of Robert Ballard’s Ocean Exploration Trust, a member of the Board of Advisors for the Stanford Graduate School of Business, and as a member of the board of directors of various companies, including Electronic Arts Inc., Charter Communications, Inc., Taboola, Inc. and NASDAQ, where he also served on the Executive Committee. Mr. Cohn holds a B.S. in Mathematics and Computer Science from the University of Florida and an M.B.A. from the Stanford Graduate School of Business.

E. Stanton McKee, Jr. has served as a member of our board of directors since June 2013. From 1989 until his retirement in 2002, Mr. McKee served at Electronic Arts Inc., most recently as Executive Vice President and Chief Financial and Administrative Officer. Mr. McKee also serves as a member of the board of directors and chairman of the audit committees of LeapFrog Enterprises, Inc. and Webroot, Inc. Mr. McKee served as a member of the board of directors and as chairman of the audit committee of ArcSight, Inc. until 2010. Mr. McKee has served on the board of directors of a number of private companies and currently serves on the board of directors of Privasys, Inc. and Revvim, and the advisory boards of Clickfox, Inc. and a private equity fund. Mr. McKee holds a B.A. from Stanford University and an M.B.A. from the Stanford Graduate School of Business.

There are no family relationships among any of our directors or executive officers.

Board of Directors

Immediately following the completion of this offering, our board of directors will consist of nine directors, including six non-executive directors and three executive directors, to serve terms which expire in three separate years in a manner similar to a “staggered” board of directors under Delaware law. Directors are elected to serve three-year terms, except that the current terms of             ,          and              will expire at the annual shareholders’ meeting in 2015, the current terms of             ,          and              will expire at the annual shareholders’ meeting in 2016 and the current terms of             ,          and              will expire at the annual shareholders’ meeting in 2017. A director may be re-elected to serve for an unlimited number of terms. As a result of the staggered terms, not all of our directors will be elected in any given year.

Messrs. Morris and Mackenzie were appointed to the board of directors pursuant to a shareholders’ agreement and our existing articles of incorporation, both of which will terminate. Apax Partners intends to appoint an additional director prior to the completion of this offering pursuant to our existing articles of incorporation. The directors are appointed by the general meeting of shareholders. A director may, subject to compliance with certain Irish statutory procedures, be removed with or without cause by a resolution passed by a majority of the votes cast by those present in person or by proxy at a meeting and who are entitled to vote. Our board of directors may also in certain circumstances appoint additional directors.

The primary responsibility of our executive directors, Messrs. Zacconi, Knutsson and Kurgan, is, together with the rest of our management team, to manage our company. The primary responsibility of our non-executive directors is to supervise the policies of the executive directors and executive officers, and the affairs of our company and its affiliated enterprises. In addition, the non-executive directors assist the executive directors and executive officers by providing advice.

Immediately following the completion of this offering, all of our directors, except Messrs. Zacconi, Knutsson and Kurgan, will be independent under applicable New York Stock Exchange listing standards.

Committees of the Board of Directors

Upon the completion of this offering, we will have an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of these committees.

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Audit Committee

The current members of our audit committee are Mr. McKee, who is the chair of the committee, and Messrs. Florin and Mackenzie. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the New York Stock Exchange listing standards. Our board of directors has determined that Mr. McKee is an audit committee financial expert as defined under the applicable rules of the SEC. Each of the members of the audit committee is independent other than Mr. Mackenzie under the applicable rules and regulations of the SEC and the New York Stock Exchange listing standards. We intend to comply with the applicable independence requirements with respect to our audit committee within the applicable time frame. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and the New York Stock Exchange listing standards. Our audit committee’s responsibilities include:

• overseeing our corporate accounting and financial reporting process;

• evaluating the independent auditors’ qualifications, independence and performance;

• determining the engagement of the independent auditors;

• reviewing and approving the scope of the annual audit and the audit fee;

• discussing with management and the independent auditors the results of the annual audit and the review of our quarterly financial statements;

• approving the retention of the independent auditors to perform any proposed permissible non-audit services;

• monitoring the rotation of partners of the independent auditors on our engagement team as required by law;

• reviewing our critical accounting policies and estimates;

• overseeing our internal audit function; and

• annually reviewing the audit committee charter and the audit committee’s performance.

Compensation Committee

The current members of our compensation committee are Mr. Florin, who is the chair of the committee, and Messrs. Mackenzie and Morris. Each member of this committee is independent under the New York Stock Exchange listing standards. Our compensation committee reviews and recommends policies relating to the compensation and benefits provided to our officers and employees. The compensation committee’s responsibilities include:

• reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and other executive officers;

• evaluating the performance of these officers in light of those goals and objectives;

• setting the compensation of these officers based on such evaluations;

• administering the issuance of share options and other awards under our share plans; and

• reviewing and evaluating, at least annually, the performance of the compensation committee and its members, including compliance of the compensation committee with its charter.

Nominating and Corporate Governance Committee

The current members of our nominating and corporate governance committee are                             , who is the chair of the committee,                              and                             . Each of the members of our nominating and

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corporate governance committee is independent under the applicable rules and regulations of the New York Stock Exchange listing standards. The nominating and corporate governance committee’s responsibilities include:

• making recommendations to our board of directors regarding candidates for directorships and the size and composition of our board of directors;

• develop, review and recommend to our board of directors our corporate governance guidelines; and

• reporting and making recommendations to our board of directors concerning governance matters.

Foreign Private Issuer Exemption

After the consummation of this offering, we will be a “foreign private issuer” under the securities laws of the United States and the New York Stock Exchange listing standards. Under the securities laws of the United States, foreign private issuers are subject to different disclosure requirements than U.S.-domiciled registrants. We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules adopted by the SEC and the New York Stock Exchange listing standards. Under the New York Stock Exchange listing standards, a foreign private issuer is subject to less stringent corporate governance requirements. Subject to certain exceptions, the New York Stock Exchange listing standards permit a foreign private issuer to follow its home country practice in lieu of the New York Stock Exchange listing standards.

Corporate Governance

Before the completion of this offering, we will adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Upon the completion of this offering, our code of business conduct and ethics will be available on our website. We intend to disclose any amendments to the code of business conduct and ethics, or any waivers of its requirements, on our website.

Compensation

Non-Executive Director Compensation

We will pay the reasonable costs and expenses incurred by our directors in connection with attending meetings of the board of directors and its committees. The aggregate compensation, including benefits in kind, we have paid or accrued for payments to our non-executive directors for board service for the year ended December 31, 2013, including a special bonus, was $941,513. We pay Mr. Mackenzie’s board service compensation to an entity associated with Apax Partners LLP. We pay our non-executive directors in local currencies and have applied the applicable exchange rates as of December 31, 2013 to determine the aggregate amount set forth in the preceding sentence. For the year ended December 31, 2013, we granted share options exercisable for an aggregate of 92,500 D1 ordinary shares to non-executive directors, all of which have an exercise price of $18.66 per share. These options terminate in June 2023. We also issued 90,000 D1 ordinary shares at a purchase price equal to €0.000149 per share and subject to a lapsing right of repurchase in our favor, which vests over a three-year period in equal quarterly instalments following April 1, 2013. Upon a change of control, these shares, to the extent not already vested, will become fully vested. We have not set aside or accrued any amounts to provide pension, retirement or similar benefits for our non-executive directors. In the future we may adopt a formal non-executive director compensation policy. We do not have service contracts with any of our non-executive directors that provide for benefits upon termination.

Executive Director and Key Management Personnel Compensation

The aggregate compensation, including benefits in kind, paid or accrued to our executive directors and executive officers and our key management personnel for the year ended December 31, 2013 (a total of seven people) was $19,928,463. We pay our executive officers and our key management personnel in local currencies and have applied the applicable exchange rates as of December 31, 2013 to determine the aggregate amount set

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forth in the preceding sentence. Our executive directors and executive officers are paid a base salary and are paid an annual discretionary cash bonus, based on company and personal performance, pursuant to the terms of their employment agreements as described in “Management—Employment Agreements.” This amount also includes pension, health insurance and life insurance benefits. For the year ended December 31, 2013, we granted share options exercisable for an aggregate of 3,323,000 D1 ordinary shares to executive directors and executive officers, all of which have an exercise price of $18.66 per share. These options all terminate in November 2023. We have employment agreements with our executive officers and executive directors that provide for benefits upon termination. For more information regarding equity awards to executive officers, see “—Share Incentive Arrangements.” No director, executive officer or any relative of such persons has been advanced any loans, credits or guarantees by us, except for Mr. Kurgan, who repaid such loan in full on October 28, 2013. See “Related Party Transactions—Loan Agreements.”

Pension Contributions

We operate a pension plan for our Swedish employees and we pay fixed contributions into a separately administered fund on their behalf. We have no obligation to make further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. We also contribute to pension insurance plans and have no further payment obligations once these contributions have been paid.

Employment Agreements

Our executive officers have entered into service agreements with certain of our operating subsidiaries. These agreements each contain customary terms, including each executive officer’s salary, bonus, duties, employment benefits, noncompetition, non-solicitation, confidentiality of information, assignment of inventions and intellectual property, termination, and severance. Either party may terminate these service agreements with either six or twelve months’ written notice to the other party as specified in the respective agreements, or we may elect to terminate any of these service agreements and make a payment in lieu of notice. We may terminate an executive officer’s employment for cause, at any time, without prior notice or compensation, or the executive officer may terminate the employment for good reason without notice. Pursuant to these service agreements, the executive officers will receive severance payments upon a termination without cause, a resignation for good reason or in the event of a termination in connection with a change in control.

Share Incentive Arrangements

Prior to this offering, we granted our employees, directors and consultants equity incentives in the form of subscriptions for restricted D1 ordinary shares, restricted D2 ordinary shares, restricted D3 ordinary shares and options exercisable for D1 ordinary shares and rights to subscribe for our ordinary shares after this offering. After this offering, we will grant equity incentives only under our 2014 Plan.

Existing Share Incentive Arrangements

Subscriptions for D1 and D2 Ordinary Shares

As of December 31, 2013, our employees, directors and consultants had subscribed for an aggregate of 4,449,386 D1 ordinary shares and 6,128,547 D2 ordinary shares upon payment of the nominal value of those shares. Subscriptions by our personnel in locations other than the United States were made under individual subscription agreements and are not subject to the provisions of a share incentive plan. Subscriptions for D1 ordinary shares by our employees in the United States were made under our Midasplayer International Holding Company p.l.c. 2012 Share Incentive Plan (for United States Service Providers) (U.S. Plan).

Individual Subscription Agreements

The D1 ordinary shares and D2 ordinary shares are generally subject to vesting in a series of installments over a period of three or four years. If the holder of the shares ceases to be an employee or director before the end of the applicable vesting schedule, the holder’s unvested D1 ordinary shares or D2 ordinary shares are converted

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into Deferred Shares on a one-to-one basis. Deferred Shares may be reacquired by us upon payment of a nominal sum to the former employee or director. If all of the shares in our company are sold, we may determine that D1 or D2 ordinary shares that are not vested will be converted into Deferred Shares on a one-to-one basis.

The individual subscription agreements under which the majority of our D2 ordinary shares were issued provide that, subject to certain exceptions, if all of our shares are sold, the holder of the D2 ordinary shares must, if required by us, agree with the buyer that 50% of the consideration payable in the sale for the holder’s unvested D2 ordinary shares (Deferred Consideration) will be paid to the holder on the earlier of the first anniversary of the date of the sale or the date the holder’s employment with us ends, other than by reason of the holder’s resignation (except for permanent ill-health) or the holder’s dismissal by us for gross misconduct. If the holder resigns (except for permanent ill-health) or we dismiss the holder for gross misconduct before the first anniversary of the date of our company sale, the Deferred Consideration will be forfeited. In the case of certain of our executives, if a sale of our company does not comprise the sale of all of our shares, we may amend the terms of the subscription agreements for the D2 ordinary shares to which these provisions apply in a manner that our board of directors considers reasonable, including an amendment that would treat fewer or more of the shares as vested and to provide for the deferral and/or forfeiture of consideration payable in the sale for such shares.

The vesting arrangements that apply to our D1 ordinary shares and D2 ordinary shares will apply equally to the ordinary shares into which they will convert prior to the completion of this offering. Unvested ordinary shares may not be sold or transferred. If the holder of the shares ceases to be an employee or director before the end of the applicable vesting schedule, the holder will be required to transfer the holder’s unvested ordinary shares to us for no payment.

Our board of directors may amend the terms of an individual subscription agreement, but an amendment that would materially increase the liability of the shareholder or decrease the value of the shareholder’s rights requires the shareholder’s written consent.

Subscriptions Under Our U.S. Plan

Our employees in the United States who subscribed for D1 ordinary shares did so pursuant to share subscription rights (commonly referred to as restricted stock in the United States) awarded under our U.S. Plan. Our U.S. Plan was adopted by our board of directors and approved by our shareholders in April 2012.

The vesting provisions that apply to the D1 ordinary shares for which our employees subscribed under our U.S. Plan are the same as those that apply to our D1 ordinary shares issued under the individual subscription agreements. However, generally under our U.S. Plan, in the event of a sale of our company, our board of directors may determine that unvested shares subject to a share subscription right award accelerate and become fully vested or that the award will be assumed by the acquiring company and converted into an equivalent award over its shares or that the holder of the award will receive a cash payment for each vested share (and each unvested share, if so determined by our board of directors) equal to the fair market value of the consideration per share payable in the sale, including, if so determined by our board of directors, the present value of any portion of such consideration that is to be paid to our shareholders on a contingent or delayed basis. A cash payment for unvested shares would be paid in accordance with the vesting schedule under the original subscription agreement. Additionally, certain D1 ordinary shares subscribed for under our U.S. Plan are subject to the same provision regarding Deferred Consideration in connection with a sale of our company as the majority of the D2 shares issued under the individual subscription agreements.

We may issue up to 14,900,182 ordinary shares under our U.S. Plan. This number is subject to adjustment in the event of a share split, share dividend or other change in our capitalization. The shares we issue under our U.S. Plan are authorized but unissued shares or shares that we reacquire. The ordinary shares underlying any awards made under our U.S. Plan that are cancelled or terminate prior to exercise or settlement of the award or that are forfeited or repurchased by us for an amount not greater than the exercise or purchase price paid by the holder of the award are added back to the ordinary shares available for issuance under our U.S. Plan. Ordinary shares held back or reacquired by us to satisfy tax withholding obligations and shares subject to any portion of an award that is settled in cash are not treated as having been issued under our U.S. Plan.

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Our U.S. Plan is administered by the compensation committee of our board of directors. The compensation committee has full power to select the individuals to whom awards are granted and to determine the specific terms and conditions of each award, subject to the provisions of our U.S. Plan. Employees, non-employee directors and consultants are eligible to receive awards under our U.S. Plan. Our U.S. Plan also provides us flexibility to grant share options and share bonus awards to incentivize our workforce in the United States However, we have not granted any such options or awards under our U.S. Plan

Our board of directors may amend our U.S. Plan but no such action may materially adversely affect rights under an award without the holder’s consent, unless our board of directors determines that such action is necessary or desirable to conform our U.S. Plan or an award agreement to any applicable law, regulation or rule. Certain amendments to our U.S. Plan require the approval of our shareholders.

Our U.S. Plan expires on April 2, 2022. Following the completion of this offering, we do not intend to award share subscription rights or share bonus awards or grant any additional share options under the U.S. Plan.

Share Options

Our share options are granted under individual share option agreements and are not subject to the provisions of a share incentive plan. They entitle the optionholder to subscribe for D1 ordinary shares upon payment of the applicable option exercise price and, after the completion of this offering, they will entitle the optionholder to subscribe for our ordinary shares. Our share options generally become exercisable in installments over a three- or four-year vesting period and have a maximum term of 10 years. They are not transferable. If the optionholder leaves our company, the option lapses immediately unless the optionholder is a good leaver (i.e., the reason for the optionholder leaving is permanent incapacity, retirement, unlawful summary dismissal or other circumstances which in the opinion of the compensation committee of our board of directors render the optionholder a good leaver). If the optionholder is a good leaver, the optionholder has a period of 40 days after leaving during which to exercise the optionholder’s vested options. If the optionholder dies, the optionholder’s personal representatives may exercise the option, to the extent vested, within 12 months after the optionholder’s death.

If our company is sold, optionholders may be requested to exercise their options, only to the extent exercisable at that time (unless the compensation committee of our board of directors determines otherwise), within a specified period, failing which they will lapse. Alternatively, if the acquiring company so agrees, optionholders may release their options over our ordinary shares in exchange for equivalent options over shares in another company.

Certain optionholders may also be considered good leavers if their employment is terminated (otherwise than for lawful summary dismissal) by us or if the optionholder serves notice to terminate employment for “good reason” as defined in the option agreement. Generally optionholders have a period of 40 days after a sale of our company to exercise vested options. However, in respect of certain executives, their unvested options will lapse 12 or 18 months after the sale. Generally, if the employment of certain executives is terminated in connection with a sale of our company, 100% of their unvested options will vest on the date their employment terminates.

A small number of our employees in the United Kingdom hold options that qualify for favorable tax treatment under Schedule 5 of the Income Tax Earnings (Earnings and Pensions) Act 2003 (Enterprise Management Incentive) (EMI Options). The terms and conditions of the EMI Options are substantially the same as those that apply to our other options.

Option and D3 Subscription Agreements

We have entered into individual option and subscription agreements with certain executives, which provided that the optionholder was granted an option over D1 ordinary shares and in connection with such option, the optionholder could subscribe and pay for the equivalent number of D3 ordinary shares at their fair market value.

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The D3 ordinary shares (and the ordinary shares into which they may convert) are not transferable and are intended to have no purpose independent of the option to which they are linked. The linking of an option to subscribe for D1 ordinary shares with an equivalent number of D3 ordinary shares is intended to allow for a more favorable tax treatment of the holder’s gains upon a sale of our ordinary shares.

The options over D1 ordinary shares under the individual option and subscription agreements substantially mirror the provisions of the D1 Option Agreements described above.

A proportion of the options held by a small number of executives are subject to performance-based vesting which links vesting not only to time, but also to improvements in our share price. These options will vest in three stages over seven years depending on our share price. If the optionholder’s employment is terminated in connection with a sale of our company, 100% of these options will vest immediately prior to the sale.

The D3 ordinary shares issued to the optionholder under these option and subscription agreements will convert into our A ordinary shares if the value of our company at the time of this offering exceeds a specified hurdle (referred to in our articles of association as the D3 Hurdle Amount), and different D3 Hurdle Amounts have been determined by our compensation committee for different allotments of our D3 ordinary shares. A D3 Hurdle Price has been established for each D3 ordinary share based on the D3 Hurdle Amount applicable to such share.

For the purposes of determining the price paid by each of our executives for his D3 ordinary shares, the fair market value of each D3 ordinary share was determined based on an independent valuation and taking account of the applicable D3 Hurdle Amount.

The D3 ordinary Shares held by an optionholder will convert into ordinary shares and/or deferred shares immediately before the offering, depending on the offering price relative to the applicable D3 Hurdle Price, according to the formula set out in our articles of association. If the offering price exceeds the applicable D3 Hurdle Price then a proportion of the D3 ordinary shares will be converted into ordinary shares. The balance of the D3 ordinary shares will convert into deferred shares which will be acquired by us immediately before the offering for nil consideration. If the offering price is less than the applicable D3 Hurdle Price, then the D3 ordinary shares will convert into deferred shares and will be so acquired.

On each occasion that the optionholder proposes to exercise vested options, a formula (as set out in the option and subscription agreements) is applied to calculate how many D3 ordinary shares/ordinary shares (Linked Shares) will cease to be subject to restrictions on transfer to deliver to the optionholder the “in-the-money value” of the option (i.e. market value of our ordinary shares less the exercise price). If the in-the-money value of the vested options is delivered by the release of Linked Shares, a corresponding number of options will lapse. To the extent the optionholder does not hold a sufficient number of Linked Shares to deliver the in-the-money value of the options being exercised, then the option will be exercised over ordinary shares. On each occasion that the optionholder proposes to exercise vested options, the optionholder will either receive value through the “release” of Linked Shares or by exercising the options over ordinary shares, depending on share values at the time of exercise. The optionholders have waived their rights to receive any dividends, participate in any bonus issues of shares or receive notice of or attend meetings in respect of the Linked Shares until they are released.

If an optionholder leaves the company and holds Linked Shares that are unreleased, these may be acquired by an employee benefit trust set up by us under a procedure set out in our articles of association, for the lesser of (1) the price paid for the shares or (2) “fair value” (as defined in our articles of association) less 25%. We may also at any time require the executive to transfer such shares to an employee benefit trust. Generally, in all such events, the price payable will be the lesser of (1) the price paid for the Linked Shares and (2) market value less 25%.

Shadow Options

A number of our employees have been granted shadow options over a specified maximum number of our ordinary shares. They vest in a series of installments, generally over four years, and have a maximum term of ten years. They are not transferable. In the event of an initial public offering of our shares, the holder of each shadow

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option becomes entitled, to the extent the holder’s option has vested, to subscribe for our ordinary shares upon payment of the exercise price. If our company is sold, the holder of each shadow option is entitled to receive a cash payment for each share subject to his or her shadow option equal to the difference between the price payable for our shares in the sale and the exercise price.

No additional shadow options will vest after the completion of this offering or the sale of our company.

If the holder of a shadow option leaves us, the holder’s option lapses unless the reason for the holder’s leaving is permanent incapacity or retirement, unlawful summary dismissal or other circumstances which in the opinion of the compensation committee of our board of directors render the holder a good leaver.

Existing Non-share Incentive Arrangements

Discretionary Bonus Units

A number of our employees have received awards of discretionary bonus units (Bonus Units). For each Bonus Unit, the employee is entitled to a cash bonus if we complete an initial public offering or if our group is sold and the enterprise value exceeds €54.7 million. The amount of the bonus is determined based on the enterprise value of our group in the offering or sale. Fifty percent of the bonus is paid at the time of the initial public offering or sale and the remaining fifty percent one year later, provided the employee is still employed by us.

Post-offering Share Incentive Arrangements

We expect to adopt a 2014 Equity Incentive Plan (2014 Plan) that will become effective on the date of this prospectus and will serve as our primary equity incentive plan. Our 2014 Plan provides us flexibility to grant a variety of awards to incentivize our employees, consultants and members of our board of directors.

We anticipate that we will initially reserve                      ordinary shares for issuance under the 2014 Plan. We anticipate that the number of ordinary shares reserved under the 2014 Plan will be automatically increased commencing 2015 through 2024 by the number of ordinary shares equal to the lesser of 5% of our total number of issued ordinary shares on January 1 of the calendar year immediately preceding the date of the increase, 5% of our total number of issued ordinary shares on the date our board of directors approves the increase, or such lesser number as determined in the discretion of our board of directors. Our board of directors may also decide that such an increase will not occur in the next calendar year provided this decision is made prior to the first day of the calendar year in question. The number of ordinary shares reserved under our 2014 Plan and annual share limits in our 2014 Plan are subject to adjustment in the event of a share split, share dividend or other change in our capitalization.

The ordinary shares we issue under the 2014 Plan will be authorized but unissued ordinary shares or shares that we reacquire. The ordinary shares underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, satisfied without any issuance of ordinary shares, expire or are otherwise terminated (other than by exercise) under the 2014 Plan will be added back to the ordinary shares available for issuance under our 2014 Plan. In addition to the number of our ordinary shares reserved initially under our 2014 Plan, and any automatic annual increase in that number, if the employee benefit trust that we have established acquires ordinary shares from our former employees, directors or consultants who purchased those shares before this offering, those ordinary shares may be used by the employee benefit trust to satisfy awards we make under the 2014 Plan, other than share options and stock appreciation rights.

No individual may be granted awards under our 2014 Plan of more than 1,250,000 of our ordinary shares in any calendar year, except that a new employee may be granted awards of up to 2,500,000 of our ordinary shares in the first year of his employment.

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The 2014 Plan will be administered by the compensation committee of our board of directors. The compensation committee will have full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2014 Plan.

The 2014 Plan will permit the granting of the following types of awards to eligible individuals:

Share Options. A share option is a right to acquire our ordinary shares. The exercise price of each share option will be determined by our compensation committee but may not be less than the fair market value of our ordinary shares on the date of grant. The term of each share option will be fixed by the compensation committee and may not exceed 10 years from the date of grant. Share options may vest upon continued employment or upon the achievement of certain performance factors. Our compensation committee will determine when each option may be exercised and other conditions applicable to the share option.

Restricted Stock Units. A restricted stock unit represents the right to acquire one ordinary share on a specified date, subject to such conditions and restrictions as our compensation committee may determine, including continued employment or service with us through a specified vesting period or the attainment of certain performance factors.

Stock Appreciation Rights. A stock appreciation right (SAR) is an award in respect of a specified number of our ordinary shares that entitles the holder to receive a payment equal to the excess of the fair market value of our ordinary shares when the SAR is exercised over the exercise price of the SAR. The exercise price of each SAR will be determined by our compensation committee but may not be less than the fair market value of our ordinary shares on the date the SAR is granted. SARs may become exercisable upon continued employment or upon the achievement of certain performance factors. Our compensation committee will determine when each SAR may be exercised, any other conditions applicable to it, and whether it will be settled in cash or our ordinary shares.

Restricted Share Awards. A restricted share award entitles the participant to subscribe for our ordinary shares, upon payment of no less than their nominal value, but the ordinary shares are subject to restrictions, which may include restrictions on transfer or forfeiture provisions. Our compensation committee will determine whether such restrictions will lapse upon continued employment or upon the achievement of certain performance factors, and any other conditions applicable to the restricted shares.

Unrestricted Stock Unit Awards. An unrestricted stock unit is a right to acquire one of our ordinary shares that is free of restrictions and vested in full on the date of grant of the award. Our compensation committee will determine the payment, if any, to be made by the participant under the award.

Performance Awards. A performance award is an award of a cash payment or an award denominated in our ordinary shares that is subject to the achievement of certain performance factors. Our compensation committee will determine the performance factors and any other conditions applicable to the award, and whether the award will be settled in cash or in our ordinary shares.

Awards lapse upon the holder ceasing to be employed or engaged by us, save that share options and stock appreciation rights, to the extent exercisable, may be exercised during a limited period of time after the holder leaves.

Our compensation committee may grant performance-based awards under the 2014 Plan to our service providers in the United States that are intended to qualify as “performance-based compensation” under Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended. These awards will only vest or become payable upon the attainment of certain performance goals that are established by our compensation committee and related to one or more performance criteria.

Awards granted under our 2014 Plan may not be transferred in any manner other than by will or by the laws of descent and distribution, or as determined by our compensation committee.

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Non-executive members of our board of directors may receive any type of award under our 2014 Plan, but no individual non-executive director may receive awards over more than 1,250,000 of our ordinary shares in any calendar year.

Our compensation committee may award dividend equivalent rights in respect of awards made under our 2014 Plan, other than share options and stock appreciation rights, but rights granted in respect of an award that is subject to vesting conditions will be subject to those vesting conditions. Dividend equivalent rights may be paid in cash or in our ordinary shares.

Our compensation committee may, without shareholder approval, reprice our share options or stock appreciation rights and, provided the repricing is a reduction in the exercise price, the consent of the participant will not be required. Also, with the consent of the participant, our compensation committee may pay cash or grant new awards in exchange for the surrender and cancellation of outstanding awards.

Upon a change in control of our company, our compensation committee may decide that one or more of the following treatments will apply to outstanding awards under our 2014 Plan: (1) the award, to the extent not fully exercisable or vested or settled, will accelerate and be exercisable or vested or settled in full or in part; (2) performance factors applicable to the award will be measured as of the time of the change in control and/or vesting of the award will be determined on a pro-rata basis to take account of the portion of the performance period completed; if the award has an exercise price that is equal to or greater than the price to be paid for our ordinary shares in the change in control, it will be cancelled for no payment; (3) if the award has an exercise price that is less than the price to be paid for our ordinary shares in the change in control, it will be cancelled for payment to the participant of consideration equivalent to the price to be paid less the applicable exercise price; (4) the participant will be allowed a specified period in which to exercise the award if it is a share option or stock appreciation right; (5) the award will be assumed by the acquirer and converted into an award over its shares or will be surrendered and replaced with an equivalent award; (6) ordinary shares subject to restrictions will cease to be subject to such restrictions or will be exchanged for or replaced with substantially similar shares or other property subject to similar restrictions; or (7) our compensation committee may determine other appropriate treatment of an award. If our compensation committee determines that an award is not to be cancelled, assumed, exchanged, replaced or converted in the change in control the award will lapse unless, in the case of a share option or stock appreciation right, it is exercised before the change in control. The committee need not treat all awards similarly in the event of a change of control.

If awards are continued following a change in control, our compensation committee may provide that unvested awards will accelerate, in full or in part, if the participant’s employment is involuntarily terminated within 12 months after the change in control.

Our board of directors may suspend, amend or terminate our 2014 Plan and our compensation committee may amend or cancel outstanding awards for purposes of satisfying changes in law or any other lawful purpose, but no such action may adversely affect rights under an award without the holder’s consent. Certain amendments to the 2014 Plan may require the approval of our shareholders.

We anticipate that our 2014 Plan will terminate ten years from the date our shareholders approve our 2014 Plan, unless earlier terminated by our board of directors as described above.

Obligations of Directors to Disclose Holdings

Under the Irish Companies Acts, directors (and certain persons connected with them) must notify us of any acquisition or disposal of interests held by them in our securities (and any securities of other group companies) within five business days of the transaction occurring. A register of these interests must be kept by us and this register can be inspected by shareholders.

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In addition, we are obliged to file an annual return with the Irish Companies Registration Office each year and are required to include in this return a list of registered shareholders. If the directors hold their shares outside DTC and instead hold them directly, details of their holdings must be included in this return. This return is available to the public.

Disclosure requirements may also arise in particular circumstances, for example, where a company is in an “offer period” within the meaning of the Irish Takeover Rules.

For a description of additional disclosure obligations applicable to our directors, see “Description of Share Capital—Disclosure of Interests in Shares.”

Because we are a foreign private issuer, our directors and executive officers are not subject to short-swing profit and insider trading reporting obligations under Section 16 of the Exchange Act. They will, however, be subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC rules.

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RELATED PARTY TRANSACTIONS

Other than the executive and director compensation arrangements discussed in “Management,” we have not entered into any transactions since January 1, 2011 to which we have been or are a party and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Registration Rights Agreement

Prior to the completion of this offering, shareholders holding an aggregate of              ordinary shares, representing approximately     % of the voting power of our outstanding shares immediately following the completion of this offering will become parties to a Registration Rights Agreement (Registration Rights Agreement). The Registration Rights Agreement will contain customary registration rights, including:

Demand Registration Rights. Such holders will have the right to request that we register their shares for sale, subject to customary underwriter’s cutbacks. Such holders are entitled to a specified number of demand registration rights six months following our initial public offering.

Shelf Registration Rights. After we are eligible to use a “shelf” registration statement, such holders shall have the right to request that we file a shelf registration statement. We will not, however, obligated to file a shelf registration statement if we have already effected a specified number of shelf registrations or if a shelf registration statement is not available for such offering by holders wishing to participate.

Piggyback Registration Rights. If we propose to file a registration statement for a public offering of our securities, then we must offer such holders an opportunity to include in such registration all or part of their shares, subject to customary underwriter’s cutbacks. Such holders shall have first priority to sell in any such offering (other than the shares we sell) over the shares of any other holders. We must also offer such holders an opportunity to participate in an underwritten offering provided that such holders enter into an underwriting agreement in customary form.

Expenses of Registration. We will pay specified expenses related to any demand, piggyback or shelf registration pursuant to the Registration Rights Agreement other than underwriting commissions and discounts.

Indemnification. We will have certain indemnification obligations in connection with the registration rights under the Registration Rights Agreement.

Repurchase of Shares

On February 24, 2011, we entered into share repurchase agreements with Toby Rowland, one of our founders and our former co-chief executive officer, Klaus Hommels, a former member of our board of directors, and certain entities affiliated with Mr. Hommels, for the repurchase of an aggregate of 14,107,000 of our A ordinary shares and 2,000,000 of our C ordinary shares from Mr. Rowland and an aggregate of 697,000 of our B preference shares, 10,284,000 of our B ordinary shares and 6,079,000 of our C ordinary shares from Mr. Hommels and his affiliates. The repurchases were completed on June 23, 2011, and an aggregate repurchase price of €2.1 million and €2.2 million was paid to Messrs. Rowland and Hommels, respectively. Following the repurchases, Messrs. Rowland and Hommels ceased to be shareholders. The terms of the repurchases were determined through arms-length negotiations among the applicable parties.

On January 31, 2014, we repurchased 6,891,152 E ordinary shares held by Stephane Kurgan, our Chief Operating Officer and a member of our board of directors, in exchange for an aggregate repurchase price of $1,240,407, and 2,968,872 D1 Share Options, with an exercise price of $78.43 per share, linked to D3 Restricted Shares. Mr. Kurgan subsequently subscribed for 1,676,232 of such linked D3 Restricted Shares for an aggregate subscription price of $536,394 with a hurdle of $6 billion. The terms of the repurchase and award issuance were determined through arms-length negotiations among the parties.

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Loan Agreements

On February 24, 2011, we entered into an interest-free loan agreement with Mr. Hommels whereby we loaned him €1.5 million. The loan was repaid in full on June 23, 2011.

On June 14, 2013, we entered into a loan facility agreement with Mr. Kurgan. Pursuant to the loan facility, we loaned Mr. Kurgan £600,000, with an initial interest rate of 4% per year, to fund Mr. Kurgan’s purchase of a property. The aggregate principal and interest accrued under such loan was repaid in full on October 28, 2013. The terms of this loan facility were determined through arms-length negotiations among the parties.

Call Option Agreement

On February 24, 2011, we entered into a call option agreement with Mr. Hommels whereby we had the option to repurchase an aggregate of 697,000 of our B preference shares, 5,397,000 of our B ordinary shares and 5,311,000 of our C ordinary shares from Mr. Hommels and his affiliates for an aggregate purchase price of €1.5 million. We did not exercise our right under the call option agreement and the right terminated on December 31, 2011.

Service Agreements

In 2011, 2012 and 2013, Midasplayer AB entered into various agreements with Joshsthlm AB, an entity affiliated with Sebastian Knutsson, our Chief Creative Officer and a member of our board of directors, pursuant to which we received, or continue to receive, certain developer, project management and design consulting services and a software license. Joshsthlm received $431,000, $367,000 and $838,000 for these services in 2011, 2012 and 2013, respectively.

In May 2013, we entered into a management services arrangement with Apax Partners LLP, an advisor to our largest shareholders and an entity affiliated with Roy Mackenzie, a member of our board of directors, pursuant to which we paid £3,000 per day for certain management services. This arrangement concluded on November 30, 2013. The terms of this arrangement were determined through arms-length negotiations among the parties.

Equity Awards

Since January 1, 2011, we have issued an aggregate of 540,000 D1 ordinary shares, 6,128,547 D2 ordinary shares, 3,766,232 D3 ordinary shares, 6,891,152 E ordinary shares and share options exercisable for 6,559,372 D1 ordinary shares to our directors and executive officers. The purchase price per share for D1 ordinary share, D2 ordinary share and E ordinary share issuances was €0.000149. The weighted-average purchase price for the D3 ordinary share issuances was €0.458 and the weighted-average exercise price per share for the share option issuances was €32.855.

Dividends

On October 24, 2013, we paid a dividend of $287 million with respect to our equity securities that are eligible to receive dividends, which included an aggregate dividend payment of $81 million to our directors and executive officers and $151 million and $26 million to entities affiliated with our major shareholders, the Apax Funds (as defined in “Major and Selling Shareholders”) and Index Ventures, respectively. On February 6, 2014, we paid a dividend of $217 million with respect to our equity securities that are eligible to receive dividends, which included an aggregate dividend payment of approximately $62 million to all directors and executive officers and approximately $115 million and $ 20 million to entities affiliated with the Apax Funds and Index Ventures, respectively. These dividend payments were made as part of a broader dividend to holders of our capital stock. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Dividends” for more information about this dividend payment.

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Indemnification Agreements

Subject to the provisions of, and so far as may be permitted by the Irish Companies Acts, our directors and executive officers will be indemnified by us against all costs, charges, losses, expenses and liabilities incurred by them in the execution and discharge of their duties or in relation thereto including any liability incurred by them in defending civil or criminal proceedings which relate to anything done or omitted or alleged to have been done or omitted by them in their capacity as an officer or employee and in which judgment is given in their favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on their part) or in which they are acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to them by the Irish court.

In connection with this offering, through our wholly-owned subsidiary, King.com Inc., we intend to enter into agreements to indemnify our directors and officers to the maximum extent allowed under applicable law. These agreements, among other things, provide that we will indemnify our directors for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on our behalf or that person’s status as our director.

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MAJOR AND SELLING SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of December 31, 2013 by:

• each executive officer;

• each of our directors;

• our directors and executive officers as a group;

• each person or entity known by us to own beneficially more than 5% of our outstanding shares: and

• each selling shareholder.

Our major shareholders do not have voting rights that are different from our shareholders in general.

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities or to receive the economic benefit of ownership of the securities, and includes shares subject to options that are exercisable within 60 days after the date of this prospectus. Such shares are also deemed outstanding for purposes of computing the percentage ownership of the person holding the option, but not the percentage ownership of any other person. The ownership percentages in the table below assume the conversion of all of our A, B, C, D1, D2 and D3 ordinary shares and A and B preference shares outstanding as of December 31, 2013 into an aggregate of 119,845,933 ordinary shares, the acquisition and cancellation of our deferred shares and A deferred shares and the repurchase in January 2014 of all of our E ordinary shares that were outstanding as of December 31, 2013.

Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares, except to the extent authority is shared by spouses under community property laws. All of our major shareholders have the same voting rights. All figures in this table assume no exercise by the underwriters of their option to acquire up to an additional                  ordinary shares from us and up to an additional              ordinary shares from the selling shareholders.

Unless otherwise indicated, the address of each of the individuals and entities named below is c/o King Digital Entertainment plc, Fitzwilton House, Wilton Place, Dublin 2, Ireland.

	Shares Beneficially Owned Prior to the Offering					Number of Shares Being Offered	Shares Beneficially Owned After the Offering
	Number		Percent				Number	Percent
Major Shareholders:
Apax WW Nominees Ltd. (1)		57,732,000		48.2	%				%
Index Ventures (2)		9,997,000		8.3
Directors and Executive Officers:
Riccardo Zacconi (3)		12,416,818		10.4
John Sebastian Knutsson		7,038,430		5.9
Stephane Kurgan (4)		2,980,299		2.5
Hope Cochran		—		—
Robert Miller		*		*
Robert S. Cohn (5)		90,000		*
Gerhard Florin (6)		450,000		*
Roy Mackenzie (7)		—		—
E. Stanton McKee, Jr.		—		—
Melvyn Morris		14,587,000		12.2
All directors and executive officers as a group (10 persons) (8)		37,628,172		31.4
Other Selling Shareholders:

 * Less than 1%.

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(1) Consists of 57,732,000 ordinary shares held of record by Apax WW Nominees Ltd. (Apax Nominees) as nominee for Apax Europe VI-A, L.P., an English limited partnership (Apax Europe VI-A) and Apax Europe VI-1, L.P., an English limited partnership (Apax Europe VI-1 and, together with Apax Europe VI-A, the Apax Funds). Apax Europe VI GP L.P. Inc., a Guernsey limited partnership (Apax Europe VI GP), is the general partner of each of the Apax Funds. Apax Europe VI GP Co. Limited, a Guernsey company (Apax Europe VI), is the general partner of Apax Europe VI GP. The directors of Apax Europe VI are Andrew Guille, Jeremy Arnold, David Staples, Simon Cresswell and Gordon Purvis and the directors of Apax Europe VI collectively may be deemed to have shared voting and dispositive power with respect to the shares held by Apax Nominees. In connection with and prior to the completion of this offering, the shares held by Apax Nominees will be transferred to Bellaria Holding S.à.r.l. (Bellaria). Apax Nominees is the sole shareholder of Bellaria and, therefore, voting and dispositive with respect to the shares will not change in connection with this transfer. The address for the Apax Funds is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St. Peter Port, GY1 2HJ, Guernsey.

(2) Consists of 3,247,000 ordinary shares held of record by Index Ventures III (Jersey), L.P. (Index Jersey), 6,596,000 ordinary shares held of record by Index Ventures III (Delaware), L.P. (Index Delaware), 119,000 ordinary shares held of record by Index Ventures III Parallel Entrepreneur Fund (Jersey), L.P. (Index Parallel), and 35,000 ordinary shares held of record by Yucca (Jersey) SLP (Yucca). Index Venture Associates III Limited (Index Associates) is the managing general partner of Index Jersey, Index Delaware and Index Parallel (the Funds). Bernard Dallé, Sinéad Meehan, Nigel Greenwood, Ian Henderson and David Hall are directors of Index Associates and collectively may be deemed to have shared voting and dispositive power with respect to the shares held by the Funds. The corporate general partner of Yucca is Yucca Associates Limited, which is administered by EFG Offshore Limited, part of the administrator group that administers the Funds. Messrs. Nigel T. Greenwood and Ian J. Henderson are directors of Yucca Associates Limited and collectively may be deemed to have shared voting and dispositive power with respect to the shares held by Yucca. Our Chief Executive Officer, Riccardo Zacconi, is a limited partner of Index Parallel. The address of Index Jersey, Index Delaware, Index Parallel and Yucca is No 1 Seaton Place, St Helier, Jersey JE4 8YJ, Channel Islands. In connection with the completion of this offering, the shares held by Index Jersey, Index Delaware, Index Parallel and Yucca will be transferred to Rexavest S.à.r.l. In connection with the completion of this offering, the shares held by Index Jersey, Index Delaware, Index Parallel and Yucca will be transferred to Rexavest S.à.r.l., a company owned by Index Jersey, Index Delaware, Index Parallel and Yucca. Emilie Bordaneil and Jean Steffen are the managers of Rexavest S.à.r.l. and collectively may be deemed to have shared voting and dispositive power with respect to the shares held by Rexavest S.à.r.l. The address for Rexavest S.à.r.l. is 1 Boulevard de la Foire, 1528 Luxembourg.

(3) Includes 698,409 ordinary shares that are subject to a lapsing right of repurchase in our favor as of December 31, 2013, 87,301 of which vest each quarter. Mr. Zacconi is a limited partner of Index Parallel as reflected in footnote 2.

(4) Includes 931,343 shares that are subject to a lapsing right of repurchase in our favor as of December 31, 2013, 186,267 of which vest each quarter. Excludes 6,891,152 ordinary shares that were repurchased after December 31, 2013. After December 31, 2013, 900,000 of these ordinary shares were transferred to LTS Trustees S.à.r.l., as trustee of the KVH Trust. The authorized signatories of LTS Trustees S.à.r.l. are Markus Gresch, Derek Paul Baudains, Paul Broxup, Johannes Schwab, Jennifer Marie Hennessy, Richard Lousse, Natalie Lerchegger, Denise Isauré Langlois, Michael William Horrocks, Faidra Zisi and Sarah Talbot, and these individuals share voting and dispositive power with respect to these shares.

(5) Includes 67,500 ordinary shares that are subject to a lapsing right of repurchase in our favor as of December 31, 2013, 7,500 of which vest each quarter.

(6) Consists of 450,000 ordinary shares held of record by Gerhard Florin Consultancy GmbH. Dr. Florin has sole voting and dispositive power with respect to the shares held by Gerhard Florin Consultancy GmbH. Includes 84,375 ordinary shares that are subject to a lapsing right of repurchase in our favor as of December 31, 2013, 28,125 of which vest each quarter.

(7) Mr. Mackenzie is a Partner at Apax Partners LP, but he does not have voting or dispositive power with respect to the shares held by Apax Nominees.

(8) Includes 1,781,627 ordinary shares that are subject to a lapsing right of repurchase in our favor as of December 31, 2013 and 65,625 ordinary shares issuable upon exercise of a share option within 60 days of December 31, 2013. Excludes 6,891,152 ordinary shares that were repurchased after December 31, 2013.

As of the date of this prospectus, 441,280 of our outstanding shares are held by five record holders in the United States.

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DESCRIPTION OF SHARE CAPITAL

Organization

We are an Irish public company with limited liability. We were organized in Ireland on July 3, 2013 under the name King Digital Entertainment plc (registration number 529753). Our affairs are governed by our amended and restated memorandum of association and articles of association, which will be in effect prior to the completion of this offering, and Irish law.

Objective

As provided by and described in Clause 3 of our memorandum of association (Memorandum), our principal objective is to carry on the business of a holding company and all associated related activities and to carry on various activities associated with that objective.

Capital Structure

The following description of our share capital is a summary. This summary is subject to the Irish Companies Acts and to the complete text of our Memorandum and articles of association (which we will adopt substantially in the form attached as Exhibit 3.2 to the registration statement, of which this prospectus is a part, prior to the completion of this offering) (Articles).

Authorized Share Capital

Our authorized share capital as of December 31, 2013, was €209,834.23 divided into 894,870,000 A ordinary shares, 19,784,000 B ordinary shares, 9,475,000 C ordinary shares, 63,526,370 D1 ordinary shares, 12,257,095 D2 ordinary shares, 23,239,122 D3 ordinary shares, 8,524,000 E ordinary shares, 300,364,868 deferred shares, 67,754,000 A preference shares and 8,489,000 B preference shares.

Immediately after the completion of this offering, our authorized share capital will be $         and €40,000 divided into                     ordinary shares with a nominal value of $         per share, 40,000 Euro Deferred Shares with a nominal value of €1.00 per share and 5,000,000 preference shares with a nominal value of $         per share (Undesignated Shares).

Issued Share Capital

Our issued share capital as of December 31, 2013, was €48,884 divided into 26,952,000 A ordinary shares, 9,493,000 B ordinary shares, 1,392,000 C ordinary shares, 4,449,386 D1 ordinary shares, 6,128,547 D2 ordinary shares, no D3 ordinary shares, 6,891,152 E ordinary shares, 201,342,281 deferred shares, 67,729,000 A preference shares and 3,702,000 B preference shares, all with a nominal value of €0.000149 per share.

Immediately after completion of this offering, our issued share capital will be $         and €40,000 divided into                      ordinary shares with a nominal value of $         per share and 40,000 Euro Deferred Shares with a nominal value of €1.00 per share. Our shares issued pursuant to this offering will be issued as fully paid and will be non-assessable. The vesting schedules that applied to our D1 ordinary shares and D2 ordinary shares will continue to apply equally to the A ordinary shares into which they will have converted (such A ordinary shares to be redesignated as ordinary shares as described above). Unvested ordinary shares may not be sold or transferred. If the holder of the shares (or, where the shares are held by a consultancy company, the individual who performs services for us on behalf of that company) ceases to be an employee or director before the end of the vesting period, the holder will be required to transfer such holder’s unvested ordinary shares to us, for no payment, whereupon they shall be cancelled.

Automatic Conversion Under the Pre-IPO Articles

Immediately prior to but conditional upon the closing of the admission of shares to trading and the admission of the shares to listing on the New York Stock Exchange pursuant to our existing articles of association, which were approved pursuant to a special resolution of our shareholders passed on                     ,

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2014 (Pre-IPO Articles), all of our previously outstanding B, C, D1 and D2 ordinary shares and A and B preference shares will automatically convert into A ordinary shares. All of our previously outstanding D3 ordinary shares will automatically convert into A ordinary shares and/or A Deferred Shares based on a formula contained in the Pre-IPO Articles, which is based on the price of this offering and the D3 hurdle price. Any A Deferred Shares arising and our Deferred Shares will be acquired by us for no consideration and immediately cancelled. All of our previously outstanding E ordinary shares were repurchased on January 31, 2014. Once the foregoing conversions taking effect, the A ordinary shares (including those converted into A ordinary shares) will be immediately redesignated as ordinary shares.

Share Options

As of December 31, 2013, we had outstanding options to acquire 7,621,995 D1 ordinary shares and outstanding shadow options to acquire 89,500 ordinary shares. The options and shadow options are held by employees, directors and consultants pursuant to individual share option agreements and shadow option agreements, respectively, and have a weighted-average exercise price of €9.255 and €0.000149 per share, respectively. Upon completion of the share-for-share exchange prior to the completion of this offering, pursuant to which the existing shareholders of Midasplayer International Holding Company p.l.c. will exchange their shares in that company for shares having substantially the same rights in King Digital Entertainment plc, our outstanding options to acquire D1 ordinary shares in Midasplayer International Holding Company p.l.c. will be released in consideration for the grant to the holders of equivalent options over A ordinary shares in King Digital Entertainment plc. Upon completion of this offering, each option to acquire A ordinary shares will become an option to acquire ordinary shares. The options and shadow options expire on the tenth anniversary date of their issuance.

General

None of our shares are currently held in treasury. All of our ordinary shares issued and outstanding are registered shares and not bearer shares, and are fully paid, duly authorized and validly issued.

We have the authority, pursuant to our Articles, to increase our authorized but unissued share capital by ordinary resolution by creating additional shares of any class or series. An ordinary resolution of our company requires more than 50% of the votes cast at a shareholders’ meeting by the shareholders entitled to vote at that meeting.

As a matter of Irish law, the board of directors of a company may issue authorized but unissued new shares without shareholder approval once authorized to do so by its articles of association or by an ordinary resolution adopted by the shareholders at a general meeting. The authority conferred can be granted for a maximum period of five years, at which point it must be renewed by the shareholders by an ordinary resolution. Because of this provision of Irish law, our Articles authorize our board of directors to issue new shares up to the amount of our authorized but unissued share capital without shareholder approval for a period of five years from the date our Articles are adopted. We expect that we will seek to renew such general authority at an annual general meeting before the end of that five-year period.

Our Articles also authorize our board of directors, without shareholder approval, to determine the terms of the Undesignated Shares issued by us. Our board of directors is authorized, without obtaining any shareholder vote or consent, to provide from time to time for the issuance of ordinary shares or other classes or series of shares and to establish the characteristics of each such other class or series, including the number of shares and their preference or deferred or other special rights and privileges or limitations, conditions and restrictions, whether in regard to dividend, voting, return of capital, conversion, redemption or otherwise.

Except as otherwise described in this section, there are no limitations on the rights to own, or exercise voting rights with respect to, our ordinary shares.

Irish law does not recognize fractional shares held of record. Accordingly, our Articles do not provide for the issuance of fractional shares and our share register will not reflect any fractional shares. Even if an issuance, alteration, reorganization, consolidation, division, or subdivision of our shares would result in a shareholder

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being entitled to fractional shares, no such fractional shares will be issued or delivered. All such fractional shares will be sold for the best price reasonably obtainable and the aggregate proceeds from such sale will be distributed on a pro rata basis, rounding down to the nearest cent, to each shareholder who would otherwise have been entitled to receive fractional shares.

Pre-emption Rights, Share Warrants and Share Options

Under Irish law, certain statutory pre-emption rights apply automatically in favor of our ordinary shareholders when our shares are issued for cash. However, having obtained shareholder approval to do so, we have opted out of these pre-emption rights in our Articles as permitted under Irish law, subject to our board of directors being authorized to allot shares as described above. This opt-out may be renewed every five years by a special resolution of the shareholders. A special resolution requires approval of not less than 75% of the votes cast by our shareholders at a general meeting. We expect that we will seek renewal of this opt-out at an annual general meeting within five years from the date of our Articles. If the opt-out expires and is not renewed, shares issued for cash must be offered to our shareholders pro rata in proportion to their existing shareholding before the shares can be issued to any new shareholders or pre-existing shareholders in an amount greater than their pro rata entitlements. The statutory pre-emption rights:

• generally do not apply where shares are issued for non-cash consideration (such as in a share-for-share acquisition);

• do not apply to the issuance of non-equity shares (i.e., shares that have the right to participate only up to a specified amount in any dividend or capital distribution, which are sometimes referred to as non-participating shares); and

• do not apply to the issuance of shares pursuant to certain employee compensation plans.

Our Articles provide that, subject to any shareholder approval requirements under any laws, regulations or the rules of any stock exchange to which we are subject, our board of directors is authorized to grant, from time to time in its discretion, to such persons, for such periods and upon such terms as our board of directors deems advisable, options to purchase (or commitments to issue at a future date) such number of our shares of any class or series, and to cause warrants or other appropriate instruments evidencing such options or commitments to be issued. This authority under the Articles will lapse after five years from the date our Articles are adopted. We expect that we will seek renewal of this authority at an annual general meeting before the end of that five-year period. Under the same authority, our board of directors may issue shares upon exercise of warrants or options or other commitments without shareholder approval or authorization (up to the relevant authorized but unissued share capital). Statutory pre-emption rights apply to the issuance of warrants and options issued by us unless shareholder approval for an opt-out is obtained in the same manner described directly above for our ordinary shares and provided our board of directors is authorized to allot shares as described above.

Certain restrictions set out in the Irish Takeover Rules may also impact on our ability to issue shares, see “—Anti-takeover Provisions—Shareholder Rights Plans and Share Issuances.”

Creation of Distributable Reserves

Under Irish law, dividends and distributions and, generally, share repurchases or redemptions may only be made from distributable reserves in our unconsolidated balance sheet prepared in accordance with the Irish Companies Acts. Generally, distributable reserves means the accumulated realized profits less accumulated realized losses and includes reserves created by way of capital reductions. In addition, no distribution or dividend may be made unless net assets are equal to at least the called up share capital plus undistributable reserves and the distribution does not reduce net assets below such amount. Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which accumulated unrealized profits (so far as not previously utilized by any capitalization), exceed accumulated unrealized losses (so far as not previously written off in a reduction or reorganization of capital). See “—Dividends” and “—Share Repurchases, Redemptions and Conversions.”

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Immediately following the share-for-share exchange, our unconsolidated balance sheet will not contain any distributable reserves, and shareholders’ equity on our balance sheet will be comprised entirely of share capital (equal to the aggregate par value of our shares issued pursuant to the share-for-share exchange and the ordinary shares subscribed for by the initial subscribers, which on completion of the share-for-share exchange convert to Euro Deferred shares) and share premium that results from the issuance of our shares to the existing shareholders of Midasplayer International Holding Company p.l.c. The share premium that arises will be equal to the sum of the subscription price for our shares that are subscribed for by the shareholders of Midasplayer International Holding Company p.l.c in the share-for-share exchange less the nominal value of that share capital.

Following the completion of this offering, we will apply to the High Court of Ireland for a reduction in the share premium account, which is required for the creation of distributable reserves to be effective. We expect to obtain the Irish High Court approval in the second half of 2014.

Prior to the share-for-share exchange, our current shareholders will have unanimously passed a resolution that creates distributable reserves after the completion of the offering and obtains the required Irish High Court approval by converting all, or substantially all, of our share premium arising out of the share-for-share exchange to distributable reserves.

Until the Irish High Court approval is obtained or distributable reserves are created as a result of our profitable operations, we will not have sufficient distributable reserves to pay dividends or to repurchase or redeem shares following the offering. In addition, although we are not aware of any reason why the Irish High Court will not approve the creation of our distributable reserves, this matter is solely within the discretion of the Irish High Court.

Share Repurchases, Redemptions and Conversions

Overview

Our Articles provide that any ordinary share we have agreed to acquire shall be deemed to be a redeemable share. Accordingly, for Irish law purposes, the repurchase of ordinary shares by us may technically be effected as a redemption of those shares as described in “—Repurchases and Redemptions by King.” If our Articles did not contain such provision, repurchases by us would be subject to many of the same rules that apply to purchases of our shares by us or our subsidiaries described in “—Purchases by King and Our Subsidiaries,” including the shareholder approval requirements described below and the requirement that any on-market purchases be effected on a “recognized stock exchange.” Neither Irish law nor any of our constituent documents places limitations on the right of nonresident or foreign owners to vote or hold our ordinary shares. Except where otherwise noted, references elsewhere in this prospectus to repurchasing or buying back our ordinary shares, refer to the redemption of our ordinary shares by us or the purchase of our ordinary shares by one of our subsidiaries, in each case in accordance with our Articles and Irish law as described below.

Repurchases and Redemptions by King

Under Irish law, a company may issue redeemable shares and redeem them out of distributable profits (which are described in “—Dividends”) or the proceeds of a new issue of shares for that purpose. We may only issue redeemable shares if the nominal value of the issued share capital that is not redeemable is not less than 10% of the nominal value of our total issued share capital. All redeemable shares must be fully paid and the terms of redemption of the shares must provide for payment on redemption. Redeemable shares may, upon redemption, be canceled or held in treasury. Based on the provision of our Articles described above, shareholder approval will not be required to redeem our shares. We may also be given an additional general authority to purchase our own shares on-market that would take effect on the same terms and be subject to the same conditions as those applicable to purchases by our subsidiaries as described below. Our board of directors will also be entitled to issue other classes or series of shares which may be redeemed at the option of us or the shareholder, depending on the terms of such shares. See “—Capital Structure—General.”

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Repurchased and redeemed shares may be canceled or held as treasury shares. The nominal value of treasury shares held by us at any time must not exceed 10% of the nominal value of our issued share capital. While we hold treasury shares, we cannot exercise any voting rights in respect of those shares. Treasury shares may be canceled by us or re-issued subject to certain conditions.

Purchases by King and Our Subsidiaries

Under Irish law, it may be permissible for an Irish or non-Irish subsidiary to purchase our shares either as overseas market purchases or off-market purchases. A general authority of our shareholders by way of ordinary resolution at a general meeting is required to allow one of our subsidiaries to make overseas market purchases of our shares; however, as long as this general authority has been granted, no specific shareholder authority for a particular overseas market purchase by a subsidiary of our shares is required. Following the completion of this offering, we and our subsidiaries will be authorized to make purchases of our ordinary shares in an aggregate amount equal to             . This authorization will expire no later than 18 months after the effective date. We may elect to seek such general authority, which must expire no later than 18 months after the date on which it was granted, at our next annual general meeting in 2014 and at subsequent annual general meetings.

In order for one of our subsidiaries to make an overseas market purchase of our shares, such shares must be purchased on a “recognized stock exchange.” The New York Stock Exchange is specified as a recognized stock exchange for this purpose by Irish law.

For an off-market purchase by a subsidiary, the proposed purchase contract must be authorized by special resolution of our shareholders before the contract is entered into. The person whose shares are to be bought back cannot vote in favor of the special resolution and, for at least 21 days prior to the special resolution being passed, the purchase contract must be on display or must be available for inspection by shareholders at our registered office.

The number of shares held by our subsidiaries at any time will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of the nominal value of our issued share capital. While a subsidiary holds our shares, it cannot exercise any voting rights in respect of those shares. The acquisition of our shares by a subsidiary must be funded out of distributable profits of the subsidiary.

Dividends

Under Irish law, dividends and other distributions may only be made from distributable profits. Distributable profits broadly means our accumulated realized profits less our accumulated realized losses on a standalone basis. As we are a public limited company in Ireland, no dividend or other distribution may be made unless our net assets are not less than the aggregate of our share capital plus undistributable reserves and the distribution does not reduce our net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which our accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed our accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital and any other reserve which we are prohibited from distributing under specific legislation or under its memorandum and articles of association.

On                     , 2014, we resolved to cancel our share premium account, by way of special resolution subject to the approval of the Irish High Court. It is expected that such a cancellation will convert our entire share premium account arising from the share-for-share exchange into distributable profits, subject to any restrictions that the Irish High Court might impose.

The determination as to whether or not we have sufficient distributable reserves to fund a dividend must be made by reference to our “relevant accounts.” Our “relevant accounts” are either our last set of unconsolidated annual audited accounts as laid before our annual general meeting or unaudited “interim accounts” properly prepared in accordance with the Irish Companies Acts, which give a “true and fair view” of our unconsolidated

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financial position either by way of Companies Acts individual company accounts (Irish GAAP) or IFRS accounts. These “relevant accounts” must be filed in the Companies Registration Office (the official public registry for companies in Ireland).

The Articles authorize our board of directors to declare such dividends as appear justified from our profits without the approval of the shareholders. The dividends can be declared and paid in the form of cash or non-cash assets, subject to applicable law. We may pay dividends in any currency but intend to do so in U.S. dollars. Our board of directors may deduct from any dividend or other moneys payable to any shareholder all sums of money, if any, due from the shareholder to us in respect of our shares.

Our board of directors is also authorized to issue shares in the future with preferred rights to participate in dividends that we may declare. The holders of such preference shares may, depending on their terms, rank senior to the holders of our ordinary shares with respect to dividend rights.

For information about the Irish tax considerations relating to dividend payments, see “Taxation—Taxation in Ireland.”

Bonus Shares

Under our Articles, upon the recommendation of our board of directors, the shareholders by ordinary resolution may authorize the board of directors to capitalize any amount credited to any reserve (including the share premium account and the capital redemption reserve fund) or credited to the profit and loss account, and use such amount for the issuance to shareholders of shares as fully paid bonus shares on the same basis of entitlement as would apply in respect of a dividend distribution.

Consolidation and Division; Subdivision

Under our Articles, we may, by ordinary resolution, divide any or all of our share capital into shares of smaller nominal value than its existing shares (often referred to as a share split) or consolidate any or all of our share capital into shares of larger nominal value than its existing shares (often referred to as a reverse share split).

Reduction of Share Capital

We may, by ordinary resolution, reduce our authorized but unissued share capital. We also may, by special resolution and subject to confirmation by the Irish High Court, reduce our issued share capital, any share premium account or capital redemption reserve fund.

General Meetings of Shareholders

Under the Irish Companies Acts, a public limited company must hold its first annual general meeting within 18 months of the date of incorporation. Thereafter, we are required under Irish law to hold an annual general meeting at intervals of no more than 15 months, provided that an annual general meeting is held in each calendar year and no more than nine months after our fiscal year end. Our Articles include a provision requiring annual general meetings to be held within such time periods as required by Irish law. Any annual general meeting may be held outside Ireland if an ordinary resolution so authorizing has been passed at the preceding annual general meeting. Subject to the requirements of Irish law and our Articles, general meetings may be conducted by the use of a conference telephone call or similar facility for the meeting.

The only matters which must, as a matter of Irish law, be transacted at an annual general meeting are the presentation of the annual profit and loss account, balance sheet and reports of the directors and auditors, the appointment of auditors and the fixing of the auditor’s fees (or delegation of same). If no resolution is made in respect of the reappointment of an auditor at an annual general meeting, the previous auditor will be deemed to have continued in office, subject to certain limited exceptions. As described in “—Corporate Governance—Directors: Term and Appointment,” our Articles provide that, at each annual general meeting, directors will be elected to fill the board seats of those directors whose terms expire at that annual general meeting. At each annual general meeting, directors will be elected for a full term of three years to succeed those directors of the relevant class whose terms are expiring.

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At any annual general meeting, only such business may be conducted as has been brought before the meeting (1) by or at the direction of our board of directors, (2) in certain circumstances, at the direction of the Irish High Court, (3) as required by law or (4) such business that the chairman of the meeting determines is properly within the scope of the meeting. The business to be conducted at any extraordinary general meeting must be set forth in the notice of the meeting. In addition, shareholders entitled to vote at an annual general meeting may make nominations of candidates for election to our board of directors.

Our extraordinary general meetings may be convened (1) by our board of directors, (2) on requisition of the shareholders holding the number of our shares prescribed by the Irish Companies Acts (currently 10% of our paid-up share capital carrying voting rights), (3) in certain circumstances, on requisition of our auditors, or (4) in exceptional cases, by order of the Irish High Court.

Extraordinary general meetings are generally held for the purposes of approving shareholder resolutions as may be required under Irish law or may be properly requisitioned by our shareholders from time to time. The business to be conducted at any extraordinary general meeting must be set forth in the notice of the meeting.

In the case of an extraordinary general meeting requisitioned by our shareholders, the proposed purpose of the meeting must be set out in the requisition notice of the meeting. The requisition notice can propose any business to be considered at the meeting. Under Irish law, upon receipt of this requisition notice, our board of directors has 21 days to convene the extraordinary general meeting of our shareholders to vote on the matters set out in the requisition notice. This meeting must be held within two months of receipt of the requisition notice. If our board of directors does not proceed to convene the meeting within such 21-day period, the requisitioning shareholders, or any of them representing more than 50% of the total voting rights of all of them, may themselves convene a meeting, which meeting must be held within three months of the receipt of the requisition notice by our board of directors.

If our board of directors becomes aware that our net assets are 50% or less of the amount of our called-up share capital, the board of directors must, not later than 28 days from the date that it learns of this fact, convene an extraordinary general meeting of our shareholders to be held not later than 56 days from such date. This meeting must be convened for the purposes of considering whether any, and if so what, measures should be taken to address the situation.

Subject to any shorter notice period permitted by the Irish Companies Acts, at least 21 days’ notice of any annual general meeting or general meeting at which a special resolution is proposed and 14 days in all other circumstances must be given to shareholders, each director and our auditors, under our Articles.

Quorum for Shareholder Meetings

Under our Articles, the presence, in person or by proxy, of at least two shareholders who hold, in the aggregate, at least 50% of the voting power of our outstanding shares constitutes a quorum for the conduct of any business at a general meeting. In the case of an adjournment of such general meeting, the presence, in person or by proxy, of one shareholder constitutes a quorum.

In the case of a meeting to vary the rights of any class or series of shares, discussed in “—Voting—Variation of Rights Attaching to a Class or Series of Shares,” our Articles provide that the necessary quorum is the presence, in person or by proxy, of at least two shareholders representing at least 50% of the voting power of our outstanding shares (or, at an adjourned meeting, at least one shareholder representing any amount of nominal value) of the relevant class.

Voting

Generally

Holders of our ordinary shares vote on all matters submitted to a vote of shareholders and are entitled to one vote per share.

A shareholder entitled to vote at a shareholders’ meeting is entitled to one vote on a show of hands regardless of the number of shares held by such shareholder. A poll may be demanded by (1) the chairman of the

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meeting, (2) not fewer than three shareholders having the right to vote on the resolution; (3) any shareholder(s) representing at least 10% of the total voting rights of all the shareholders having the right to vote on the resolution; or (4) any shareholder(s) holding our shares conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right. If voting takes place on a poll, rather than a show of hands, every shareholder entitled to vote has one vote for each share held unless otherwise provided in our articles of association. Voting rights may be exercised by shareholders registered in our share register as of the record date for the meeting or by a duly appointed proxy of such a registered shareholder, which proxy need not be a shareholder. All proxies must be appointed in accordance with our Articles.

In accordance with our Articles, our board of directors may from time to time cause us to issue preference or any other class or series of shares. These shares may have such voting rights, if any, as may be specified in the terms of such shares (e.g., they may carry more votes per share than ordinary shares or may entitle their holders to a class vote on such matters as may be specified in the terms of the shares).

Treasury shares and our shares held by our subsidiaries will not entitle their holders to vote at general meetings of shareholders.

Except where a greater majority is required by Irish law or our Articles, any question proposed for consideration at any of our general meetings or of any class of shareholders will be decided by an ordinary resolution passed by a simple majority of the votes cast by shareholders entitled to vote at such meeting. Irish law requires special resolutions of the shareholders at a general meeting to approve certain matters. A special resolution requires not less than 75% of the votes cast by shareholders at a meeting of shareholders. Examples of matters requiring special resolutions include:

• amending our objectives as contained in our Memorandum;

• amending our Articles;

• approving a change of our name;

• authorizing the entry into a guarantee or provision of security in connection with a loan, quasi-loan or credit transaction in favor of a director or connected person of a director (which generally includes a family member or business partner of the director and any entity controlled by the director);

• opting out of pre-emption rights on the issuance of new shares;

• our re-registration from a public limited company to a private company;

• purchasing of our own shares off-market;

• reduction of issued share capital;

• resolving that we be wound up by the Irish courts;

• resolving in favor of shareholders’ voluntary winding-up;

• re-designation of shares into different share classes;

• setting the re-issue price of treasury shares; and

• mergers with companies incorporated in the European Economic Area, as described in “—Anti-takeover Provisions—Acquisitions.”

Action by Written Consent

Our Articles provide that anything which may be done by resolution at a general meeting may be done by resolution in writing, but only if it is signed by or on behalf of all of the shareholders who would be entitled to attend the relevant meeting and vote on the relevant resolution.

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Variation of Rights Attaching to a Class or Series of Shares

Variation of any rights attached to any class or series of our issued shares (including our ordinary shares) must, in accordance with our Articles, be approved by (1) a resolution of the shareholders of the class or series affected, passed by the affirmative vote of the holders of 75% of the shares of that class or series voted at a meeting of that class or series or (2) the written consent of all of the shareholders of that class or series. In the case of a meeting to vary the rights of any class or series of shares, Irish law provides that the necessary quorum is the presence, in person or by proxy, of at least two shareholders representing one-third in nominal value (or, at an adjourned meeting, at least one shareholder representing any amount of nominal value) of the relevant class. Every shareholder of the affected class or series will have one vote for each share of such class or series that he or she holds as of the record date for the meeting.

Record Dates

Our Articles provide that our board of directors may set the record date for the purposes of determining which shareholders are entitled to notice of, or to vote at, a general meeting and the record date must not occur before the date on which the board resolution fixing such record date is adopted. If no record date is fixed by the board of directors, the record date will be the date on which the notice of the meeting is mailed.

Shareholder Proposals

Under Irish law, there is no general right for a shareholder of a New York Stock Exchange-listed company to put items on the agenda of an annual general meeting other than as set out in the articles of association of a company. Our Articles provide that shareholders may nominate persons to be elected as directors at an extraordinary general meeting requisitioned by shareholders. Our Articles specify requirements for notices with respect to members’ business and director nominations at extraordinary general meetings.

Shareholders’ Suits

In Ireland, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. In certain limited circumstances, a shareholder may be entitled to bring a derivative action on our behalf. A central question at issue in deciding whether a minority shareholder may be permitted to bring a derivative action is whether, unless the action is brought, a wrong committed against us would otherwise go unredressed. The cause of action may be against the director, another person or both.

A shareholder may also be permitted to bring proceedings against us in his or her own name where the shareholder’s rights as such have been infringed or where our affairs are being conducted, or the powers of the board of directors are being exercised, in a manner oppressive (connotes conduct that is burdensome, harsh or wrongful) to any shareholder or shareholders or in disregard of their interests as shareholders. This is an Irish statutory remedy under Section 205 of the Irish Companies Acts and the court can grant any order it sees fit, including providing for the purchase or transfer of the shares of any shareholder.

Inspection of Books and Records

Holders of shares have certain rights under the Irish Companies Acts to inspect books and records, including the right to: (1) receive a copy of our Memorandum and Articles; (2) inspect and obtain copies of the minutes of general meetings of shareholders (including resolutions adopted at such meetings); (3) inspect and receive a copy of the register of shareholders, register of directors and secretaries, register of directors’ interests and other statutory registers maintained by us; (4) receive copies of the most recent balance sheets and directors’ and auditors’ reports which have previously been sent to shareholders prior to an annual general meeting; and (5) receive balance sheets of any of our subsidiary companies that have previously been sent to shareholders prior to an annual general meeting for the preceding ten years. Our auditors also have the right to inspect all of our books and records. The auditors’ report must be circulated to the shareholders with our Financial Statements (as defined below) at least 21 days before the annual general meeting, and such report must be read to the shareholders at our annual general meeting. The Financial Statements referenced above mean our balance sheet,

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profit and loss account and, so far as they are not incorporated in the balance sheet or profit and loss account, any group accounts and the directors’ and auditors’ reports, together with any other document required by law to be annexed to the balance sheet.

Disclosure of Interests in Shares

Under the Irish Companies Acts, our shareholders must notify us if, as a result of a transaction, (1) the shareholder will be interested in 5% or more of our shares that carry voting rights or (2) the shareholder will cease to be interested in 5% or more of the our shares that carry voting rights. In addition, where a shareholder is interested in 5% or more of our relevant shares, the shareholder must notify us of any alteration of its interest that brings its total holding through the nearest whole percentage number, whether an increase or a reduction. The relevant percentage figure is calculated by reference to the aggregate nominal value of the shares in which the shareholder is interested as a proportion of the entire nominal value of the relevant class of share capital. Where the percentage level of the shareholder’s interest does not amount to a whole percentage, this figure may be rounded down to the next whole number. All such disclosures must be notified to us within five business days of the event that gave rise to the requirement to notify. Where a person fails to comply with the notification requirements described above, no right or interest of any kind whatsoever in respect of any of our shares held by such person, will be enforceable by such person, whether directly or indirectly, by action or legal proceeding. However, such person may apply to the Irish High Court to have the rights attaching to its shares reinstated.

In addition to the disclosure requirement described above, under the Irish Companies Acts, we may, by notice in writing, and must, on the requisition of shareholders holding 10% or more of our paid up capital carrying voting rights, require a person whom we know or have reasonable cause to believe is, or at any time during the three years immediately preceding the date on which such notice is issued, was, interested in shares comprised in our relevant share capital to (1) indicate whether or not it is the case and (2) where such person holds or has during that time held an interest in our shares, to give certain further information as may be required by us including particulars of such person or beneficial owner’s past or present interests in our shares. Any information given in response to the notice is required to be given in writing within such reasonable time as may be specified in the notice.

Where such a notice is served by us on a person who is or was interested in our shares and that person fails to give us any information required within the reasonable time specified, we may apply to court for an order directing that the affected shares be subject to certain restrictions. Under the Irish Companies Acts, the restrictions that may be placed on the shares by the court are as follows:

• any transfer of those shares or, in the case of unissued shares, any transfer of the right to be issued with shares and any issue of such shares, shall be void;

• no voting rights shall be exercisable in respect of those shares;

• no further shares shall be issued in respect of those shares or in pursuance of any offer made to the holder of those shares; and

• no payment shall be made of any sums due from us on those shares, whether in respect of capital or otherwise.

Where our shares are subject to these restrictions, the court may order the shares to be sold and may also direct that the shares shall cease to be subject to these restrictions.

In the event that we are in an offer period pursuant to the Irish Takeover Rules, accelerated disclosure provisions apply for persons holding an interest in our securities of one percent or more.

In addition, persons or groups (within the meaning of the Exchange Act) beneficially owning 5% or more of our ordinary shares must comply with the reporting requirements under Sections 13(d) and 13(g) of the Exchange Act.

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Appraisal Rights

Generally, under Irish law, shareholders of an Irish company do not have statutory appraisal rights. In the event that we merge with another EU company under the European Communities (Cross-Border Mergers) Regulations 2008 (Cross-Border Regulations), (1) any of our shareholders who voted against the special resolution approving the merger or (2) if 90% of our shares are held by the successor company, any other of our shareholders, may be entitled to require that the successor company acquire its shares for cash. In the event of a takeover of our company by a third party in accordance with the Irish Takeover Rules and the Irish Companies Acts where the holders of 80% or more in value of a class of our shares (excluding any shares already beneficially owned by the bidder) have accepted an offer for their shares, the remaining shareholders in that class may be statutorily required to transfer their shares, unless, within one month, the non-tendering shareholders can obtain an Irish court order otherwise providing. If the bidder does not exercise this “squeeze out” right, the non-accepting shareholders also have a statutory right to require the bidder to acquire their shares on the same terms as the original offer, or such other terms as the bidder and the non-tendering shareholders may agree or on such terms as an Irish court, on application of the bidder or non-tendering shareholder, may order.

Registration Rights

Certain holders of our ordinary shares are entitled to rights with respect to the registration of their shares following our initial public offering. For a description of these registration rights, see “Related Party Transactions—Registration Rights Agreement.”

Corporate Governance

Generally

Our Articles allocate authority over the management of our company to our board of directors. Our board of directors may then delegate management of our company to committees of the board of directors or such other persons as it thinks fit. Regardless of any delegation, our board of directors will remain responsible, as a matter of Irish law, for the proper management of the affairs of our Company. Our board of directors may create new committees or change the responsibilities of existing committees from time to time. See “Management—Committees of the Board of Directors.”

Directors: Term and Appointment

Directors are elected or appointed at the annual general meeting or at any extraordinary general meeting called for that purpose. Each director is elected by the affirmative vote of a majority of the votes cast with respect to such director.

Our Articles provide that our board of directors is divided into three classes serving staggered three-year terms. Shareholders do not have cumulative voting rights. Accordingly, the holders of a majority of the voting rights attaching to our ordinary shares will, as a practical matter, be entitled to control the election of all directors. At each annual general meeting, directors will be elected for a full term of three years to succeed those directors of the relevant class whose terms are expiring. Any nominee for director who does not receive a majority of the votes cast is not elected to the board of directors.

Under our Articles, our board of directors has the authority to appoint directors to our board of directors, either to fill a vacancy or as an additional director. A vacancy on our board of directors created by the removal of a director may be filled by an ordinary resolution of the shareholders at the meeting at which such director is removed and, in the absence of such election or appointment, the remaining directors may fill the vacancy. Our board of directors may fill a vacancy by an affirmative vote of a majority of the directors constituting a quorum. If there is an insufficient number of directors to constitute a quorum, the board of directors may nonetheless act to fill such vacancies or call a general meeting of the shareholders. Under our Articles, if our board of directors fills a vacancy, the director’s term expires at the same time as the term of the other directors of the class of directors to which the new director is appointed. If there is an appointment to fill a casual vacancy or an addition to our board of directors, the total number of directors shall not at any time exceed the number of directors from time to time fixed by our board of directors in accordance with the Articles.

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Removal of Directors

The Irish Companies Acts provide that, notwithstanding anything contained in the articles of association of a company or in any agreement between that company and a director, the shareholders may, by an ordinary resolution, remove a director from office before the expiration of his or her term, provided that notice of any such resolution be given to the shareholders not less than 28 days before the meeting at which the director is to be removed, and the director will be entitled to be heard at such meeting. The power of removal is without prejudice to any claim for damages for breach of contract (e.g., employment agreement) that the director may have against us in respect of his or her removal.

Directors’ Duties

Our directors have certain statutory and fiduciary duties. All of the directors have equal and overall responsibility for the management of our company (although directors who also serve as employees will have additional responsibilities and duties arising under their employment agreements and will be expected to exercise a greater degree of skill and diligence than non-executive directors). The principal fiduciary duties include the common law fiduciary duties of good faith and exercising due care and skill. The statutory duties include ensuring the maintenance of proper books of account, having annual accounts prepared, having an annual audit performed, maintaining certain registers and making certain filings as well as the disclosure of personal interests. Particular duties also apply to directors of insolvent companies (for example, the directors could be liable to sanctions where they are deemed by the court to have carried on our business while insolvent, without due regard to the interests of creditors). For public limited companies like us, directors are under a specific duty to ensure that the corporate secretary is a person with the requisite knowledge and experience to discharge the role.

Conflicts of Interest

As a matter of Irish law, a director is under a general fiduciary duty to avoid conflicts of interest. Irish law and our Articles provide that (1) a director may be a director of or otherwise interested in a company relating to us and will not be accountable to us for any remuneration or other benefits received as a result, unless we otherwise direct; (2) a director or a director’s firm may act for us in a professional capacity other than as auditor; and (3) a director may hold an office or place of profit in us and will not be disqualified from contracting with us. If a director has a personal interest in an actual or proposed contract with us, the director must declare the nature of his or her interest and we are required to maintain a register of such declared interests that must be available for inspection by the shareholders. Such a director may vote on any resolution of the board of directors in respect of such a contract, and such a contract will not be voidable solely as a result.

Indemnification of Directors and Officers; Insurance

To the fullest extent permitted by Irish law, our Articles confer an indemnity on our directors and officers. However, this indemnity is limited by the Irish Companies Acts, which prescribe that an advance commitment to indemnify only permits a company to pay the costs or discharge the liability of a director or corporate secretary where judgment is given in favor of the director or corporate secretary in any civil or criminal action in respect of such costs or liability where the director or corporate secretary is acquitted, or where an Irish court grants relief because the director or corporate secretary acted honestly and reasonably and ought fairly to be excused. Any provision whereby an Irish company seeks to commit in advance to indemnify its directors or corporate secretary over and above the limitations imposed by the Irish Companies Acts will be void under Irish law, whether contained in its articles of association or any contract between the company and the director or corporate secretary. This restriction does not apply to our executives who are not directors, the corporate secretary or other persons who would be considered “officers” within the meaning of that term under the Irish Companies Acts.

Our Articles also contain indemnification and expense advancement provisions for certain persons. We are permitted under our Articles and the Irish Companies Acts to take out directors’ and officers’ liability insurance, as well as other types of insurance, for our directors, officers, employees and agents. We intend to purchase directors’ and officers’ liability insurance in connection with this offering.

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Additionally, through our wholly-owned subsidiary, King.com Inc., we intend to enter into agreements to indemnify our directors to the maximum extent allowed under Delaware law. These agreements, among other things, provide that we will indemnify our directors for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on our behalf or that person’s status as our director.

Directors’ Borrowing Powers

The directors may exercise all the powers of our company to borrow or raise money and to mortgage or charge its undertaking, property, assets and uncalled capital or any part thereof, and subject to the Irish Companies Acts to issue debentures, debenture stock and other securities whether outright or as collateral security for any debt, liability or obligation of ours or of any third party, without any limitation as to amount.

Duration; Dissolution; Rights upon Liquidation

Our duration will be unlimited. We may be dissolved at any time by way of either a shareholder’s voluntary winding up or a creditors’ voluntary winding up. In the case of a shareholder’s voluntary winding up, we must be solvent and a special resolution of the shareholders is required. We may also be dissolved by way of court order on the application of a creditor, or by the Director of Corporate Enforcement in Ireland where the affairs of our company have been investigated by an inspector and it appears from the report or any information obtained by the Director of Corporate Enforcement that we should be wound up.

The rights of the shareholders to a return of our assets on dissolution or winding up, following the settlement of all claims of creditors, may be prescribed in our Articles or the terms of any shares issued by the board of directors from time to time. If our Articles and terms of issue of the shares contain no specific provisions in respect of a dissolution or winding up then, subject to the shareholder priorities and the rights of any creditors, the assets will be distributed to shareholders in proportion to the paid-up nominal value of the shares held. Our Articles provide that our ordinary shareholders shall be entitled to participate in a winding up, and the method by which the property will be divided shall be determined by the liquidator, subject to a special resolution of the shareholders, but such rights of ordinary shareholders to participate may be subject to the rights of any preference shareholders to participate under the terms of any series or class of preference shares.

No Share Certificates

We do not intend to issue share certificates unless (1) certificates are required by law, any stock exchange, a recognized depository, any operator of any clearance or settlement system, or the terms of issue of any class or series of our shares or (2) a holder of our shares applies for share certificates evidencing ownership of our shares.

No Sinking Fund

Our ordinary shares will have no sinking fund provisions.

No Liability for Further Calls or Assessments

The shares to be issued in this offering will be duly and validly issued pursuant to this offering, will be issued as fully paid up and will be non-assessable.

Transfer and Registration of Shares

Our share register will be maintained by our transfer agent. Registration in this share register will be determinative of membership in us. Any of our shareholders who hold shares beneficially will not be the holder of record of such shares. Instead, the depository (e.g., Cede & Co., as nominee for DTC) or other nominee will be the holder of record of such shares. Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who will also hold such shares beneficially through the same depository or other nominee will not be registered in our official share register, as the depository or other nominee will remain the holder of record of such shares.

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A written instrument of transfer will be required under Irish law in order to register on our official share register any transfer of shares (1) from a person who holds such shares directly to any other person (2) from a person who holds such shares beneficially to a person who holds such shares directly, or (3) from a person who holds such shares beneficially to another person who also will hold such shares beneficially where the transfer involves a change in the depository or other nominee that is the record owner of the transferred shares. An instrument of transfer also will be required for a shareholder who directly holds shares to transfer those shares into his or her own broker account (or vice versa). Such instruments of transfer may give rise to Irish stamp duty, which must be paid prior to registration of the transfer on our official Irish share register. However, a shareholder who directly holds shares may transfer those shares into his or her own broker account (or vice versa) without giving rise to Irish stamp duty provided that there is no change in the ultimate beneficial ownership of the shares as a result of and transfer or the transfer is not made in contemplation of a sale of the shares.

Accordingly, we strongly recommend that shareholders hold their shares through DTC (or through a broker who holds such shares through DTC).

Any transfer of our ordinary shares that is subject to Irish stamp duty will not be registered in the name of the buyer unless an instrument of transfer is duly stamped and provided to our transfer agent. See “Taxation—Taxation in Ireland.”

Our Articles grant our board of directors general discretion to decline to register an instrument of transfer without giving a reason. In addition, our board of directors may decline to register a transfer of shares unless a registration statement under the Securities Act is in effect with respect to the transfer or the transfer is exempt from registration. Furthermore, our Articles delegate to our Secretary the authority to execute an instrument of transfer on behalf of a transferring party.

The registration of transfers may be suspended at such times and for such periods, not exceeding 30 days in any year, as our board of directors may from time to time determine (except as may be required by law).

Anti-takeover Provisions

Shareholder Rights Plans and Share Issuances

Irish law does not expressly prohibit companies from issuing share purchase rights or adopting a shareholder rights plan as an anti-takeover measure. However, there is no directly relevant case law on the validity of such plans under Irish law.

Our Articles allow our board of directors to adopt any shareholder rights plan upon such terms and conditions as the board of directors deems expedient and in the best interest of our company, subject to applicable law, including the Irish Takeover Rules and Substantial Acquisition Rules described below and the requirement for shareholder authorization for the issue of shares described above.

Subject to the Irish Takeover Rules described below, our board of directors also has the power to issue any of our authorized and unissued shares on such terms and conditions as it may determine to be in our best interest. It is possible that the terms and conditions of any issue of shares could discourage a takeover or other transaction that holders of some or a majority of our ordinary shares might believe to be in their best interest or in which holders of our ordinary shares might receive a premium for their shares over the then-market price of the shares.

In carrying out any of these actions, our board of directors must act in what they believe to be the best interests of our company. Our board of directors is prohibited from taking actions which would be likely to frustrate an offer for our company.

Irish Competition Law

Under Irish competition legislation, the Irish Competition Authority must be notified of a merger or acquisition if the transaction meets certain criteria under the relevant legislation. Failure to properly notify the Irish Competition Authority of such merger or acquisition will result in the voiding of the transaction, as well as

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the potential imposition of fines. A merger or acquisition that does not meet the criteria under the relevant legislation but which may give rise to competition concerns, though not legally required, may be voluntarily reported to the Irish Competition Authority in order to seek legal comfort that the merger or acquisition is not anti-competitive.

Acquisitions

An Irish public limited company may be acquired in a number of ways, including:

• a court-approved scheme of arrangement under the Irish Companies Acts. A scheme of arrangement with shareholders requires a court order from the Irish High Court and the approval of a majority in number representing 75% or more in value of the shareholders present and voting in person or by proxy at a meeting called to approved the scheme, in each case at the relevant meeting or meetings of such class or series. A scheme of arrangement, if authorized by the shareholders of each participating class or series and the court, is binding on all of the shareholders of each participating class or series. Shares held by the acquiring party are not excluded from the tally of a vote on the scheme, but such shares may be considered to belong to a separate class for the purposes of approving the scheme, in which case the acquiring party’s shares would not be voted for the purposes of the separate class approval required from the remaining, non-acquiring shareholders;

• through a tender or takeover offer by a third party in accordance with the Irish Takeover Rules and the Irish Companies Acts for all of our shares. Where the holders of 80% or more in value of a class of our shares (excluding any shares already beneficially owned by the bidder) have accepted an offer for their shares in our company, the remaining shareholders in that class may also be statutorily required to transfer their shares, unless, within one month, the non-tendering shareholders can obtain an Irish court order otherwise providing. If the bidder does not exercise this “squeeze out” right, the non-accepting shareholders also have a statutory right to require the bidder to acquire their shares on the same terms as the original offer, or such other terms as the bidder and the non-tendering shareholders may agree or on such terms as an Irish court, on application of the bidder or non-tendering shareholder, may order. If our shares were listed on the Irish Stock Exchange or another regulated stock exchange in the EU, this 80% squeeze out threshold would be increased to 90%; and

• subject to the approval of the Irish High Court, by way of a merger with an EU-incorporated company under the Cross-Border Regulations, which implement the EU Cross Border Merger Directive 2005/56 in Ireland. Such a merger must be approved by a special resolution. In the event that we merge with another EU company, under the Cross-Border Regulations and the consideration payable to our shareholders is not all in the form of cash, our shareholders may be entitled to require their shares to be acquired at fair value. See “—Appraisal Rights.”

The approval of our board of directors is required, and the approval of shareholders may be required, for a sale, lease or exchange of all or substantially all of our assets, except that any transaction between us and one of our directors or a person or entity connected to such a director may require shareholder approval. Shareholder approval may be required during or after such period if we propose to take any frustrating action.

Irish Takeover Rules and Substantial Acquisition Rules

A transaction in which a third party seeks to acquire 30% of more of the voting rights in our company will be governed by the Irish Takeover Panel Act 1997 and the Irish Takeover Rules made thereunder and will be regulated by the Irish Takeover Panel. The “General Principles” of the Irish Takeover Rules and certain important aspects of the Irish Takeover Rules are described below. Takeovers by means of a scheme of arrangement are also generally subject to these regulations.

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General Principles. The Irish Takeover Rules are based on the following General Principles that will apply to any transaction regulated by the Irish Takeover Panel:

• in the event of an offer, all classes of shareholders of the target company should be afforded equivalent treatment and, if a person acquires control of a company, the other holders of securities must be protected;

• the holders of securities in the target company must have sufficient time and information to allow them to make an informed decision regarding the offer. If our board of directors of the target company advises the holders of the securities with respect to the offer, it must advise on the effects of the implementation of the offer on employment, employment conditions and the locations of the target company’s place of business;

• the board of a target company must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer;

• false markets in the securities of the target company or any other company concerned by the offer must not be created;

• a bidder can only announce an offer after ensuring that it can fulfill in full the consideration offered;

• a target company may not be hindered in the conduct of its affairs for longer than is reasonable by an offer for its securities. This is a recognition that an offer will disrupt the day-to-day running of a target company particularly if the offer is hostile and the board of the target company must divert its attention to resist the offer; and

• a “substantial acquisition” of securities (whether such acquisition is to be effected by one transaction or a series of transactions) will only be allowed to take place at an acceptable speed and shall be subject to adequate and timely disclosure.

Mandatory Offer. Under certain circumstances, a person who acquires shares in us may be required under the Irish Takeover Rules to make a mandatory cash offer for the remaining outstanding shares in us at a price not less than the highest price paid for the shares by the acquirer or (any parties acting in concert with the acquirer) during the previous 12 months. This mandatory offer requirement is triggered if an acquisition of shares would increase the aggregate holding of an acquirer (including the holdings of any parties acting in concert with the acquirer) to shares representing 30% or more of the voting rights in us, unless the Irish Takeover Panel otherwise consents. An acquisition of shares by a person holding (together with its concert parties) shares representing between 30% and 50% of the voting rights in us would also trigger the mandatory offer requirement if, after giving effect to the acquisition, the percentage of the voting rights held by that person (together with its concert parties) would increase by 0.05% within a 12-month period. Any person (excluding any parties acting in concert with the holder) holding shares representing more than 50% of the voting rights of a company is not subject to these mandatory offer requirements when purchasing additional securities.

Following the listing of our ordinary shares on the New York Stock Exchange, under the Irish Takeover Rules, certain separate concert parties (including, among others, our shareholder Apax WW Nominees Ltd. and its affiliates and all of the members of our board of directors) will be presumed to be acting in concert. The application of these presumptions may result in restrictions upon the ability of any of the concert parties and/or members of our board of directors to acquire more of our securities, including under the terms of any executive incentive arrangements. Following the listing of our ordinary shares on the New York Stock Exchange, we may consult with the Irish Takeover Panel in respect of the application of this presumption and the restrictions on the ability to acquire further securities.

Voluntary Offer; Requirements to Make a Cash Offer and Minimum Price Requirements. If a person makes a voluntary offer to acquire our outstanding ordinary shares, the offer price must be no less than the highest price paid for our ordinary shares by the bidder or its concert parties during the three-month period prior to the commencement of the offer period. The Irish Takeover Panel has the power to extend the “look back” period to 12 months if the Irish Takeover Panel, taking into account the General Principles, believes it is appropriate to do so.

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If the bidder or any of its concert parties has acquired our ordinary shares (1) during the period of 12 months prior to the commencement of the offer period which represent more than 10% of the total of our ordinary shares or (2) at any time after the commencement of the offer period, the offer must be in cash (or accompanied by a full cash alternative) and the price per ordinary share must not be less than the highest price paid by the bidder or its concert parties during, in the case of (1), the 12-month period prior to the commencement of the offer period and, in the case of (2), the offer period. The Irish Takeover Panel may apply this rule to a bidder who, together with its concert parties, has acquired less than 10% of the total of our ordinary shares in the 12-month period prior to the commencement of the offer period if the Irish Takeover Panel, taking into account the General Principles, considers it just and proper to do so.

An offer period will generally commence from the date of the first announcement of an offer or proposed offer.

Substantial Acquisition Rules. The Irish Takeover Rules also contain rules governing substantial acquisitions of shares which restrict the speed at which a person may increase his or her holding of shares and rights over shares to an aggregate of between 15% and 30% of the voting rights in our shares. Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of the voting rights in our shares is prohibited, if such acquisition(s), when aggregated with shares or rights already held, would result in the acquirer holding 15% or more but less than 30% of the voting rights in our shares and such acquisitions are made within a period of seven days. These rules also require accelerated disclosure of certain other acquisitions of shares or rights over shares relating to such holdings.

Frustrating Action. Under the Irish Takeover Rules, our board of directors is not permitted to take any action that might frustrate an offer for our shares during the course of an offer or at any earlier time at which the board of directors has reason to believe an offer is or may be imminent, subject to certain exceptions. Potentially frustrating actions such as (1) the issue of shares, options or convertible securities, (2) material disposals, (3) entering into contracts other than in the ordinary course of business or (4) any action, other than seeking alternative offers, which may result in the frustration of an offer, are prohibited during the course of an offer or at any time during which the board of directors has reason to believe that an offer is or may be imminent. Exceptions to this prohibition are available where:

(a) the action is approved by our shareholders at a general meeting; or

(b) with the consent of the Irish Takeover Panel, where:

(i) the Irish Takeover Panel is satisfied that the action would not constitute frustrating action;

(ii) the holders of at least 50% of the voting rights state in writing that they approve the proposed action and would vote in favor of it at a general meeting;

(iii) the action is in accordance with a contract entered into prior to the announcement of the offer (or prior to a time at which the board of directors has reason to believe that an offer is or may be imminent); or

(iv) the decision to take such action was made before the announcement of the offer (or prior to a time at which the board of directors has reason to believe that an offer is or may be imminent) and has been either at least partially implemented or is in the ordinary course of business.

Insider Dealing. The Irish Takeover Rules also provide that no person, other than the bidder, who is privy to confidential price-sensitive information concerning an offer made in respect of the acquisition of our company (or a class of its securities) or a contemplated offer shall deal in relevant securities of the target during the period from the time at which such person first has reason to suppose that such an offer, or an approach with a view to such an offer being made, is contemplated to the time of (1) the announcement of such offer or approach or (2) the termination of discussions relating to such offer, whichever is earlier.

Certain other provisions of Irish law or our Memorandum and Articles may be considered to have an anti-takeover effects, including those described in “—Pre-emption Rights, Share Warrants and Share Options,” “—Voting” and “—Corporate Governance.”

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History of Security Issuances

The following is a summary of our securities issuances during the past three years:

D1 Ordinary Share Issuances

• From February 18, 2011 through February 18, 2014, we granted to our directors, officers, employees, consultants and other service providers share options to purchase an aggregate of 13,033,363 D1 ordinary shares with a per share weighted-average exercise price of €18.581.

• From February 18, 2011 through February 18, 2014, we issued to our directors, officers, employees, consultants and other service providers an aggregate of 130,000 D1 ordinary shares at a per share purchase price of €0.000149 pursuant to exercises of share options.

• From February 18, 2011 through February 18, 2014, we granted to our directors, officers, employees, consultants and other service providers shadow options to purchase an aggregate of 89,500 ordinary shares all with a per share exercise price of €0.000149.

• From February 18, 2011 through February 18, 2014, we issued to our directors, officers, employees, consultants and other service providers an aggregate of 5,720,715 D1 ordinary shares at a per share weighted-average purchase price of €0.281 pursuant to purchases of restricted shares.

D2 Ordinary Share Issuances

• On December 6, 2011 and December 30, 2011, we issued an aggregate of 6,128,547 D2 ordinary shares at a per share purchase price of €0.000149 to three of our directors and executive officers.

D3 Ordinary Share Issuances

• On January 31, 2014, we issued to our directors, officers and employees an aggregate of 4,342,232 D3 ordinary shares at a per share purchase price of €0.506.

E Ordinary Share Issuances

• On December 6, 2011, we issued 6,891,152 E ordinary shares at a per share purchase price of €0.000149 to an executive officer.

Deferred Shares

• On November 15, 2013, we issued 201,342,281 deferred shares at a per share purchase price of €0.000149 to an executive officer.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to the completion of this offering, there has been no public market for our ordinary shares. Future sales of our ordinary shares in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, only a limited number of ordinary shares will be available for sale shortly following the completion of this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our ordinary shares in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

Based on the number of shares outstanding as of December 31, 2013, upon the completion of this offering,                     ordinary shares will be outstanding. The total number of ordinary shares to be outstanding also assumes no exercise of the underwriters’ option to purchase additional ordinary shares and no other exercises of outstanding options. Of the outstanding shares, all of the shares sold in this offering will be freely tradable upon the expiration of the lock-up agreements described below,              shares held by non-affiliates will be freely tradeable in the public market under Rule 144 under the Securities Act (Rule 144) or Regulation S under the Securities Act (Regulation S) and the              shares held by affiliates will be freely tradeable by affiliates under Rule 144, subject to volume and manner of sale limitations described below, or under Regulation S, except that some shares issued under our existing share incentive arrangements may not be sold until the shareholder completes the applicable vesting period.

The remaining ordinary shares outstanding following the completion of this offering are subject to lock-up agreements with us or the underwriters as described below. Following the expiration of the lock-up period, these shares may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 or 701 or Regulation S promulgated under the Securities Act, described in greater detail below.

Rule 144

In general, under Rule 144 of the Securities Act, beginning 90 days after the date of this prospectus, an “affiliate” who has beneficially owned our shares for a period of at least six months is entitled to sell upon expiration or waiver of the lock-up arrangements described below within any three-month period a number of shares that does not exceed the greater of either 1% of the then outstanding shares, or approximately              shares immediately following the completion of this offering, or the average weekly trading volume of our shares on the New York Stock Exchange during the four calendar weeks preceding the filing with the SEC of a notice on Form 144 with respect to such sale. Such sales under Rule 144 of the Securities Act may also subject to prescribed requirements relating to the manner of sale, notice and availability of current public information about us.

Under Rule 144, a person who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior holder other than an affiliate, is entitled to sell such shares without restriction, provided we have been in compliance with our reporting requirements under the Exchange Act for the six months following satisfaction of the six-month holding period. To the extent that our affiliates sell their shares, other than pursuant to Rule 144 or a registration statement, the purchaser’s holding period for the purpose of effecting a sale under Rule 144 commences on the date of transfer from the affiliate.

Rule 701

In general, under Rule 701 of the Securities Act as in effect on the date of this prospectus, each of our employees, consultants or advisors who acquires our ordinary shares from us in connection with a compensatory share plan or other written agreement executed prior to the completion of this offering is eligible to resell such ordinary shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144.

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Regulation S

Regulation S provides generally that sales made in offshore transactions are not subject to the registration or prospectus-delivery requirements of the Securities Act.

Lock-up Arrangements

Our directors and executive officers and holders of our ordinary shares and securities convertible into or exchangeable for our ordinary shares have entered into or will enter into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which, subject to certain limited exceptions, each of these persons or entities, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC, (1) offer to sell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of our ordinary shares or any securities convertible into or exercisable or exchangeable for our ordinary shares (including without limitation, ordinary shares or such other securities which may be deemed to be beneficially owned by such person or entity in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a share option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our ordinary shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of our ordinary shares or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any our ordinary shares or any security convertible into or exercisable or exchangeable for our ordinary shares. As a result,                     ordinary shares will become eligible for sale upon the expiration of the 180-day lock-up period, subject to the volume restrictions of Rule 144 in the case of affiliates. J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC may, in their sole discretion, at any time release all or any portion of the shares from the restrictions in the lock-up agreements. For additional information on these arrangements, see “Underwriting.”

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TAXATION

Taxation in Ireland

Scope of Discussion

The following is a general summary of the main Irish tax considerations applicable to certain investors who are the owners of our ordinary shares. It is based on existing Irish law and our understanding of the practices of the Irish Revenue Commissioners on the date of this prospectus. Legislative, administrative or judicial changes may modify the tax consequences described below, possibly with retrospective effect.

The following general summary does not constitute tax advice and are intended only as a general guide. Furthermore, this information applies only to our ordinary shares that are held as capital assets and does not apply to all categories of shareholders, such as dealers in securities, trustees, insurance companies, collective investment schemes or shareholders who have, or who are deemed to have, acquired their shares by virtue of an office or employment. This summary is not exhaustive and shareholders should consult their own tax advisors as to the tax consequences in Ireland, or other relevant jurisdictions of this offering, including the acquisition, ownership and disposition of our shares.

Tax on Chargeable Gains

A disposal of our ordinary shares by a shareholder who is not resident or ordinarily resident for tax purposes in Ireland should not give rise to Irish tax on any chargeable gain realized on such disposal unless such shares are used, held or acquired for the purposes of a trade carried on by such shareholder through a branch or agency in Ireland.

A disposal of our shares by an Irish resident or ordinarily resident shareholder may, depending on the circumstances (including the availability of exemptions and reliefs), give rise to a chargeable gain or allowable loss for that shareholder. The rate of capital gains tax in Ireland is currently 33%.

A holder of our ordinary shares who is an individual and who is temporarily non-resident in Ireland may, under Irish anti-avoidance legislation, be liable to Irish tax on any chargeable gain realized on a disposal during the period in which such individual is non-resident.

Dividend Withholding Tax

DWT (currently at a rate of 20%) may arise in respect of dividends or distributions from an Irish resident company unless an exemption applies. For DWT purposes dividends and distributions includes cash dividends, non-cash dividends and additional stock or units taken in lieu of a cash dividend. Where DWT does arise in respect of dividends, we are responsible for deducting DWT at source and forwarding the relevant payment to the Irish Revenue Commissioners.

Certain shareholders are entitled to an exemption from DWT. In particular, dividends to a non-Irish tax resident shareholder should not be subject to DWT if the shareholder is:

• an individual shareholder resident for tax purposes in a “relevant territory” and the individual is neither resident nor ordinarily resident in Ireland;

• a corporate shareholder resident for tax purposes in a “relevant territory” provided that the corporate shareholder is not under the control, whether directly or indirectly, of a person or persons who is or are resident in Ireland;

• a corporate shareholder that is not resident for tax purposes in Ireland, that is ultimately controlled, directly or indirectly, by persons resident in a “relevant territory;” and that is not controlled, directly or indirectly, by persons who are not resident in a “relevant territory”;

• a corporate shareholder that is not resident for tax purposes in Ireland and whose principal class of shares (or those of its 75% parent) is substantially and regularly traded on a recognized stock exchange either in a “relevant territory” or on such other stock exchange approved by the Irish Minister for Finance; or

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• a corporate shareholder that is not resident for tax purposes in Ireland and is wholly-owned, directly or indirectly, by two or more companies where the principal class of shares of each of such companies is substantially and regularly traded on a recognized stock exchange in a “relevant territory” or on such other stock exchange approved by the Irish Minister for Finance;

and provided that, in all cases noted above (but subject to “—U.S. Resident Shareholders” below), the shareholder has provided a relevant Irish DWT declaration form to his or her broker at least seven business days before the record date for the dividend (in the case of shares held through DTC), and the relevant information is further transmitted to us (in the case of shares held through DTC) or to our transfer agent (in the case of shares held outside of DTC).

A list of “relevant territories” for the purposes of DWT is set forth below.

Albania	Croatia	Hungary	Malaysia	Portugal	Switzerland
Armenia	Cyprus	Iceland	Malta	Qatar	Thailand
Australia	Czech Republic	India	Mexico	Romania	Turkey
Austria	Denmark	Israel	Moldova	Russia	Ukraine
Bahrain	Egypt	Italy	Montenegro	Saudi Arabia	United Arab Emirates
Belarus	Estonia	Japan	Morocco	Serbia	United Kingdom
Belgium	Finland	Republic of Korea	Netherlands	Singapore	United States of America
Bosnia & Herzegovina	France	Kuwait	New Zealand	Slovak Republic	Uzbekistan
Bulgaria	Georgia	Latvia	Norway	Slovenia	Vietnam
Canada	Germany	Lithuania	Pakistan	South Africa	Zambia
Chile	Greece	Luxembourg	Panama	Spain
China	Hong Kong	Macedonia	Poland	Sweden

Prior to paying any dividend, we will put in place an agreement with an entity which is recognized by the Irish Revenue Commissioners as a “qualifying intermediary” which satisfies one of the Irish requirements for dividends to be paid free of DWT to certain shareholders who hold their shares through DTC.

With regard to shareholders (other than U.S. resident shareholders who hold their shares through DTC) who held shares in Midasplayer International Holding Company p.l.c. prior to the share-for-share exchange and who are resident in a relevant territory, the Irish Revenue Commissioners have confirmed that they will be given one year from the date of the share-for-share exchange to provide the relevant Irish DWT declaration form or, in the case of U.S. resident shareholders who hold their shares outside DTC, to provide a valid IRS Form 6166. The payment of dividends to these shareholders may be made without deduction of DWT during this transitional one year period.

U.S. Resident Shareholders

The Irish Revenue Commissioners have confirmed that dividends paid in respect of shares in an Irish resident company that are owned by residents of the United States and held through DTC will not be subject to DWT provided that the address of the beneficial owner of the shares in the records of the broker is in the United States. We strongly recommend that such shareholders ensure that their information has been properly recorded by their brokers (so that such brokers can provide the relevant information to a qualifying intermediary appointed by us).

Dividends paid in respect of shares in an Irish resident company that are owned by residents of the United States and held outside of DTC will not be subject to DWT provided that the shareholder has provided a valid IRS Form 6166 to our transfer agent at least seven business days before the record date for the first dividend payment to which they are entitled. However, with regard to U.S. resident shareholders who hold their shares outside DTC and who held shares in Midasplayer International Holding Company p.l.c. prior to the share-for-share exchange, the Irish Revenue Commissioners have

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confirmed that they will be given one year from the date of the share-for-share exchange to provide a valid IRS Form 6166. The payment of dividends to these shareholders may be made without deduction of DWT during this transitional one-year period.

If a U.S. resident shareholder receives a dividend subject to DWT, that shareholder should generally be able to make an application for a refund of DWT from the Irish Revenue Commissioners subject to certain time limits, provided the shareholder is beneficially entitled to the dividend.

Residents of “Relevant Territories” other than the United States

Shareholders who are residents of “relevant territories” other than the United States (regardless of when such shareholders acquired their shares) must satisfy the conditions of one of the exemptions referred to above including the requirement to complete the appropriate Irish DWT declaration form in order to receive dividends without suffering DWT.

Shareholders must provide the appropriate Irish DWT declaration form to their brokers (so that such brokers can provide the relevant information to a qualifying intermediary appointed by us) before the record date for the first dividend to which they are entitled (in the case of shares held through DTC), or to our transfer agent at least seven business days before such record date (in the case of shares held outside of DTC). We strongly recommend that such shareholders complete the appropriate Irish DWT declaration form and provide them to their brokers or our transfer agent as soon as possible.

If a shareholder who is resident in a “relevant territory” receives a dividend subject to DWT, that shareholder should generally be able to make an application for a refund of DWT from the Irish Revenue Commissioners subject to certain time limits, provided the shareholder is beneficially entitled to the dividend.

Irish Resident Shareholders

Irish tax resident or ordinarily resident shareholders will generally be subject to DWT in respect of dividends or distributions received from an Irish resident company unless an exemption applies.

Irish tax resident or ordinarily resident shareholders that are entitled to receive dividends without DWT must complete the relevant Irish DWT declaration form and provide the declaration form to their brokers (so that such brokers can provide the relevant information to a qualifying intermediary appointed by us) before the record date for the first dividend to which they are entitled (in the case of shares held through DTC), or to our transfer agent at least seven business days before such record date (in the case of shares held outside of DTC).

Irish tax resident or ordinarily resident shareholders who are not entitled to an exemption from DWT and who are subject to Irish tax should consult their own tax advisor.

Other Persons

Shareholders that do not fall within one of the categories mentioned above may fall within other exemptions from DWT, provided that the shareholder has completed the relevant Irish DWT declaration form and this declaration remains valid.

If a shareholder is exempt from DWT but receives a dividend subject to DWT, that shareholder may be able to claim a refund of DWT from the Irish Revenue Commissioners subject to certain time limits, provided the shareholder is beneficially entitled to the dividend.

Income Tax on Dividends

Non-Irish Resident Shareholders

A shareholder who is not resident or ordinarily resident for tax purposes in Ireland and who is entitled to an exemption from DWT, generally has no liability to Irish income tax or income charges on a dividend from an Irish resident company unless that shareholder holds the shares through a branch or agency which carries on a trade in Ireland.

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A shareholder who is not resident or ordinarily resident for tax purposes in Ireland and who is not entitled to an exemption from DWT, generally has no additional liability to Irish income tax or income charges unless that shareholder holds the shares through a branch or agency which carries on a trade in Ireland. The shareholder’s liability to Irish income tax is effectively limited to the amount of DWT already deducted by the company.

Irish Resident Shareholders

Irish resident or ordinarily resident individual shareholders may be subject to Irish income tax and income charges such as pay related social insurance (PRSI) and the Universal Social Charge (USC) on dividends received from us. Such shareholders should consult their own tax advisor. Irish resident corporate shareholders should not be subject to tax on dividends from us on the basis that the dividend is not in respect of preference shares.

Capital Acquisitions Tax

A gift or inheritance of our shares could attract a charge to Irish capital acquisitions tax (CAT) being gift tax or inheritance tax. A gift or inheritance of our shares (including where such shares are held in DTC) could attract a charge to CAT regardless of the place of residence, ordinary residence or domicile of the deceased or donor of the shares (collectively referred to as the “donor”) or the successor or donee of the shares (collectively referred to as the “donee”). This is because a charge to CAT can arise on a gift or inheritance which comprises of property situated in Ireland. Our shares are regarded as property situated in Ireland because our share register must be held in Ireland. The person who receives the gift or inheritance is the person who is accountable for any CAT that arises. However there are certain circumstances where another person such as an agent or personal representative may become accountable for the CAT.

The rate of CAT is currently 33% and is payable if the taxable value of the gift or inheritance exceeds certain thresholds, referred to as “group thresholds.” CAT is applied on the excess over the threshold amount. The appropriate threshold amount depends upon the relationship between the donor and the donee of the shares and also the aggregation of the values of previous gifts and inheritances received by the donee from persons within the same group threshold. For example, in 2013 a child is entitled to a tax-free threshold of €225,000 on a gift or inheritance from a parent, but all gifts or inheritances within the charge to tax in Ireland taken from donors within the same group threshold since December 5, 1991 are taken into account. A gift or inheritance received from a spouse is exempt from CAT. Gifts or inheritances taken by charities may be exempt where they have been or will be applied for purposes which would be considered public or charitable under Irish law. There is also a “small gift exemption” whereby the first €3,000 of the taxable value of all taxable gifts taken by a donee from any one donor, in each calendar year is exempt from tax and is also excluded from any future aggregation. This exemption does not apply to an inheritance.

There is a double tax agreement for gift and inheritance tax with the United Kingdom and for inheritance tax only with the United States. However, although these double tax agreements exist, they can be limited in their application. Under these agreements, U.K. or U.S. residents may, in certain cases, obtain relief from double taxation to CAT and their own country’s taxes. Otherwise, unilateral relief from double taxation may apply in certain circumstances.

Stamp Duty

Irish stamp duty typically arises on the transfer of shares in an Irish incorporated company, subject to certain exceptions. Irish stamp duty is currently 1% of the higher of the price paid or the market value of the shares acquired.

Shares Held Through DTC

The Irish Revenue Commissioners have confirmed that a transfer of our shares effected by means of the transfer of book entry interests in DTC should not be subject to Irish stamp duty.

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Shares Transferred into DTC

The Irish Revenue Commissioners have confirmed that a shareholder may transfer our shares into DTC without giving rise to Irish stamp duty so long as the transfer into DTC is not on a sale and there is no agreement in place for the sale of those shares.

Shares Transferred out of DTC

A shareholder may transfer our shares out of DTC without giving rise to Irish stamp duty so long as:

• there is no change in the ultimate beneficial ownership of the shares as a result of the transfer; and

• the transfer out of DTC is not on a sale or in contemplation of a sale.

Shares Held Outside of DTC

A transfer of our shares where any of the parties to the transfer hold the shares outside of DTC, may be subject to Irish stamp duty. The transferee of the shares is typically the person that is liable to pay stamp duty.

Due to the potential Irish stamp duty on transfers of our shares, we strongly recommend that shareholders hold their shares through DTC (or through a broker who holds such shares through DTC).

DTC Eligibility

In order for DTC, Cede & Co. and National Securities Clearing Corporation, or NSCC, which provides clearing services for securities that are eligible for the depository and book-entry transfer services provided by DTC and registered in the name of Cede & Co., which entities are referred to collectively as the DTC Parties, to agree to provide services with respect to our ordinary shares, the company expects to conclude a composition agreement with the Revenue Commissioners of Ireland under which we have assumed any obligation of paying the liability for any Irish stamp duty with respect to our ordinary shares, on (a) transfers or deemed transfers of our shares to DTC (including transfers or deemed transfers of our shares to Cede & Co. as nominee for DTC), (b) transfers or deemed transfers of our shares from DTC (including transfers or deemed transfers of our shares from Cede & Co. as nominee for DTC) where those instruments operate as a voluntary disposition and have not already been duly stamped by the transferee within the appropriate statutory time limit, and (c) transfers or deemed transfers of our shares created by us and to the extent that such transfer had it been created by any person other than us would have fallen within the provisions of either (a) or (b), and Arthur Cox acting for the DTC Parties and PwC acting for the company expects to receive confirmation from the Revenue Commissioners of Ireland that while such composition agreement remains in force, the DTC Parties shall not be liable for any Irish stamp duty with respect to our ordinary shares.

In addition, to assure the DTC Parties that they will not be liable for any Irish stamp duty or similar Irish transfer or documentary tax with respect to our ordinary shares under any circumstances (including as a result of a change in applicable law), and to make other provisions with respect to our ordinary shares required by the DTC Parties, we and our transfer agent will enter into a Special Eligibility Agreement for Securities, with DTC, Cede & Co. and NSCC, or the DTC Eligibility Agreement.

The DTC Eligibility Agreement will provide for certain indemnities of the DTC Parties by us and our transfer agent (as to which we have agreed to indemnify our transfer agent) and also that any of the DTC Parties may take any restrictive measures with respect to our ordinary shares as the DTC Rules or the NSCC Rules (as applicable) provide without any liability on the part of any of the DTC Parties (except in the case of gross negligence or wilful misconduct on the part of any of the DTC Parties). The DTC Eligibility Agreement also will provide that DTC, in its sole discretion, may impose a global lock on our ordinary shares, otherwise limit transactions in the shares, or cause the shares to be withdrawn, and NSCC may, in its sole discretion, exclude our ordinary shares from its continuous net settlement service or any other service, and any of the DTC Parties may take other restrictive measures with respect to our ordinary shares as it may deem necessary and appropriate, without any liability on the part of any of the DTC Parties (except in the case of gross negligence or wilful

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misconduct on the part of any of the DTC Parties), if at any time a DTC Party determines, in its sole discretion acting in good faith, that to continue to hold or process transactions in our ordinary shares might give rise to a liability for tax relating to or in respect of our ordinary shares on the part of any of the DTC Parties.

Material U.S. Federal Income Tax Consequences to U.S. Holders

The following general summary describes the material U.S. federal income tax consequences to U.S. Holders (as defined below) of owning and disposing of our ordinary shares. It does not purport to be a comprehensive discussion of all of the tax considerations that may be relevant to a decision to purchase our ordinary shares.

This summary addresses only the U.S. federal income tax considerations for U.S. Holders that acquire our ordinary shares at their original issuance and hold the ordinary shares as capital assets. This summary does not address all U.S. federal income tax matters that may be relevant to a particular U.S. Holder. Each prospective investor should consult a professional tax advisor with respect to the tax consequences of an investment in our ordinary shares. This summary does not address tax considerations applicable to a holder of our ordinary shares that may be subject to special tax rules including, without limitation, the following:

• dealers in securities or currencies;

• financial institutions;

• S corporations;

• regulated investment companies;

• real estate investment trusts;

• tax-exempt entities (including private foundations);

• qualified retirement plans, individual retirement accounts and other tax-deferred accounts;

• insurance companies;

• persons holding ordinary shares as a part of a hedging, integrated, conversion or constructive sale transaction or a straddle;

• persons that own, directly, indirectly or as a result of certain constructive ownership rules, ordinary shares representing 10% or more of the total combined voting power of all classes of our stock;

• traders in securities that elect to use a mark-to-market method of accounting;

• persons liable for alternative minimum tax;

• persons that received our shares as compensation for services;

• U.S. Holders whose “functional currency” is not the U.S. dollar; or

• U.S. tax expatriates and certain former citizens and long-term residents of the United States.

This summary is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (Code), the U.S. Treasury Regulations promulgated thereunder, and administrative and judicial interpretations of the Code and the U.S. Treasury Regulations, all as currently in effect as of the date hereof, and all subject to differing interpretations or change, possibly on a retroactive basis. This summary does not address any estate, gift, state, local, non-U.S. or other tax consequences, except as specifically provided herein. No ruling has been or will be sought from the U.S. Internal Revenue Service (IRS), with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position regarding the tax consequences of the ownership and disposition of our ordinary shares, or that any such contrary position will not be sustained by a court.

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For purposes of this summary, a “U.S. Holder” means a holder of ordinary shares that is, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States (as determined under U.S. federal income tax rules);

• a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or of any political subdivision thereof;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has in effect a valid election under applicable U.S. Treasury Regulations to be treated as a U.S. person.

If a partnership or an entity or an arrangement treated as a partnership for U.S. federal income tax purposes holds ordinary shares, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding ordinary shares or partners in such partnerships should consult their own tax advisors regarding the particular U.S. federal income tax consequences of the ownership and disposition of ordinary shares.

The following summary is of a general nature only and is not a substitute for careful tax planning and advice. U.S. Holders of our ordinary shares are urged to consult their own tax advisors concerning the U.S. federal income tax consequences of the issues discussed herein, in light of their particular circumstances, as well as any considerations arising under the laws of any foreign, state, local or other taxing jurisdiction.

Taxation of Distributions on Ordinary Shares

Subject to the discussion under “—Passive Foreign Investment Company” below, the gross amount of any distribution (including amounts, if any, withheld in respect of Irish withholding tax) actually or constructively received by a U.S. Holder with respect to our ordinary shares will be taxable to the U.S. Holder as a dividend to the extent of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. Distributions to a U.S. Holder in excess of earnings and profits will be treated first as a return of capital that reduces a U.S. Holder’s tax basis in such ordinary shares (thereby increasing the amount of gain or decreasing the amount of loss that a U.S. Holder would recognize on a subsequent disposition of our ordinary shares), and then as gain from the sale or exchange of such ordinary shares. In the event we make distributions to holders of ordinary shares, we may or may not calculate our earnings and profits under U.S. federal income tax principles. If we do not do so, any distribution may be required to be regarded as a dividend, even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain. The amount of any distribution of property other than cash will be the fair market value of that property on the date of distribution. The amount of the dividend will generally be treated as foreign-source dividend income to U.S. Holders, which may be relevant in calculating any foreign tax credit limitation. U.S. Holders should consult their own tax advisors to determine whether and to what extent they will be entitled to foreign tax credits.

For U.S. Holders who are individuals, estates or trusts, dividends received with respect to our ordinary shares will generally be considered qualified dividend income, subject to U.S. federal income tax at a maximum rate of 20%, provided that we are a “qualified foreign corporation,” the stock on which the dividend is paid is held for a minimum holding period, and other requirements are satisfied.

A “qualified foreign corporation” includes a foreign corporation that is not a PFIC (as defined in “—Passive Foreign Investment Company”) in the year of the distribution or in the prior tax year and that is eligible for the benefits of an income tax treaty with the United States, if such treaty contains an exchange of information provision and the U.S. Treasury Department has determined that the treaty is satisfactory for purposes of the legislation. An Irish resident company that is publicly traded on a recognized U.S. stock exchange is eligible for the benefits of the U.S. income tax treaty with Ireland. The IRS has published guidance stating that the U.S. income tax treaty with Ireland contains an exchange of information provision and is satisfactory for purposes of

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the legislation. Thus, based on current law and applicable administrative guidance, dividends paid on our ordinary shares will be eligible for treatment as qualified dividend income, provided that we are not a PFIC, and the holding period and other requirements are satisfied.

For taxable years beginning after December 31, 2012, U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds will be subject to a 3.8% Medicare tax (in addition to the regular income tax) on certain investment income, including dividends.

Distributions to U.S. Holders that are corporations generally will not be eligible for the dividends received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations.

Taxation of Sale, Exchange or Other Taxable Disposition of Ordinary Shares

Upon the sale, exchange or other taxable disposition of an ordinary share, a U.S. Holder generally will recognize gain or loss equal to the difference between the amount realized upon the sale, exchange or other disposition and such U.S. Holder’s tax basis in the ordinary share. The amount realized on the sale, exchange or other taxable disposition of the ordinary shares will be the amount of cash received plus the fair market value of any property received. The U.S. Holder’s amount realized and tax basis will be measured in U.S. dollars. Subject to the discussion under “—Passive Foreign Investment Company” below, any such gain or loss will generally be capital gain or loss and will generally be long-term capital gain or loss if the U.S. Holder’s holding period for the ordinary shares transferred exceeds one year on the date of the sale or disposition. Long-term capital gains of non-corporate U.S. Holders derived with respect to the disposition of ordinary shares are currently subject to tax at reduced rates. The deductibility of capital losses is subject to limitations. The gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes.

For taxable years beginning after December 31, 2012, U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds will be subject to a 3.8% Medicare tax (in addition to the regular income tax) on certain investment income, including capital gains.

Passive Foreign Investment Company

A foreign corporation is a passive foreign investment company (PFIC), within the meaning of Section 1297 of the Code if, during any taxable year, (1) 75% or more of its gross income consists of certain types of passive income or (2) the average quarterly value (or basis in certain cases) of its passive assets (generally assets that generate passive income) is 50% or more of the average quarterly value (or basis in certain cases) of all of its assets. In arriving at this calculation, we will be treated as holding directly our proportionate share of the assets, and receiving directly our proportionate share of income of any corporation in which we own, directly or indirectly, at least a 25% interest measured by value. Passive income for this purpose generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions, subject to certain exceptions.

Based on our estimated gross income, the average value of our gross assets, and the nature of our businesses, we do not believe that we will be a PFIC for the current taxable year and do not expect to become one in the foreseeable future. Our status for any taxable year will depend on our assets and activities in each year, and because this is a factual determination made annually after the end of each taxable year, there can be no assurance that we will not be considered a PFIC for the current taxable year or any future taxable year. The market value of our assets may be determined in large part by reference to the market price of our ordinary shares, which is likely to fluctuate after the offering. If our income or asset composition were to become more passive (including through the acquisition of assets that generate passive income), we could potentially become a PFIC.

If we were classified as a PFIC in any year with respect to which a U.S. Holder owns ordinary shares, we would continue to be treated as a PFIC with respect to the U.S. Holder in all succeeding years during which the U.S. Holder owns our ordinary shares, regardless of whether we continue to meet the tests described above.

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If we were treated as a PFIC for any taxable year during which a taxable U.S. Holder held our ordinary shares, gain recognized by the U.S. Holder on a sale or other disposition (including certain pledges) of the ordinary shares would be allocated ratably over the U.S. Holder’s holding period for the ordinary shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the amount allocated to that taxable year. Further, to the extent that any distribution received by a U.S. Holder on its ordinary shares exceeded 125% of the average of the annual distributions on the ordinary shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, that distribution (referred to as excess distribution) would be subject to taxation in the same manner as gain, described immediately above.

Certain elections may be available that would result in alternative treatments of the ordinary shares. However, we do not expect that we will prepare or provide to U.S. Holders a “PFIC annual information statement,” which would enable a U.S. Holder to make one type of election, a “qualified electing fund.” In addition, each U.S. Holder of a PFIC is required to file an annual report containing such information as the U.S. Department of the Treasury may require. U.S. Holders are advised to consult with their own tax advisors regarding the details of the PFIC rules and any elections that may be available.

Information Reporting and Backup Withholding

In general, information reporting requirements may apply to payments with respect to ordinary shares paid to certain U.S. Holders. Backup withholding, currently at a 28% rate, also may apply to such payments if the U.S. Holder fails to provide a taxpayer identification number or certification of other exempt status or fails to comply with the applicable requirements of the backup withholding rules. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against such U.S. Holder’s U.S. federal income tax liability provided that the required information is furnished by such U.S. Holder to the IRS. A U.S. Holder who does not provide a correct taxpayer identification number may be subject to penalties imposed by the IRS.

Certain U.S. Holders holding specified foreign financial assets, including our ordinary shares, with an aggregate value in excess of the applicable U.S. dollar threshold are, subject to certain exceptions, required to report information relating to our ordinary shares by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, to their tax returns, for each year in which they hold our ordinary shares. U.S. Holders are urged to consult their own tax advisors regarding information reporting requirements relating to the ownership of our ordinary shares.

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UNDERWRITING

We and the selling shareholders are offering the ordinary shares described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner and Smith Incorporated are acting as joint book-running managers of the offering and as representatives of the underwriters. Barclays Capital Inc., Deutsche Bank Securities Inc. and RBC Capital Markets, LLC are also acting as joint book-running managers of the offering. We and the selling shareholders expect to enter into an underwriting agreement with the representatives on behalf of the underwriters. Subject to the terms and conditions of the underwriting agreement, we and the selling shareholders will agree to sell to the underwriters, and each underwriter will severally agree to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of ordinary shares listed next to its name in the following table:

Name	Number of Shares
J.P. Morgan Securities LLC
Credit Suisse Securities (USA) LLC
Merrill Lynch, Pierce, Fenner & Smith                        Incorporated
Barclays Capital Inc.
Deutsche Bank Securities Inc.
RBC Capital Markets, LLC
BMO Capital Markets Corp.
Cowen and Company, LLC
Pacific Crest Securities LLC
Piper Jaffray & Co.
Stifel, Nicolaus & Company, Incorporated
Wedbush Securities Inc.
Raine Securities LLC
Total

The underwriters will be committed to purchase all the ordinary shares offered by us and the selling shareholders if they purchase any shares. The underwriting agreement will also provide that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

The underwriters propose to offer the ordinary shares directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $         per share. After the initial public offering of the shares, the offering price and other selling terms may be changed by the underwriters. Sales of shares made outside of the United States may be made by affiliates of the underwriters. The representatives have advised us that the underwriters do not intend to confirm discretionary sales in excess of 5% of the ordinary shares offered in this offering.

The underwriters will have an option to buy up to              additional ordinary shares from us and the selling shareholders to cover sales of shares by the underwriters that exceed the number of shares specified in the table above. The underwriters will have 30 days from the date of this prospectus to exercise this option to purchase additional shares. If any shares are purchased with this option, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional ordinary shares are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

The underwriting discounts and commissions are equal to the public offering price per ordinary share less the amount paid by the underwriters to us and the selling shareholders per ordinary share. The underwriting discounts and commissions are $         per share. The following table shows the per share and total underwriting

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discounts and commissions that we and the selling shareholders are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

	Per Share		Total
	Without Exercise of Option to Purchase Additional Shares	With Exercise of Option to Purchase Additional Shares	Without Exercise of Option to Purchase Additional Shares	With Exercise of Option to Purchase Additional Shares
Underwriting discounts and commissions paid by us	$	$	$	$
Underwriting discounts and commissions paid by the selling shareholders	$	$	$	$

We estimate that the total expenses of this offering will be approximately $         million, which includes $         that we have agreed to reimburse the underwriters for certain Financial Industry Regulatory Authority, or FINRA, related expenses incurred by them in connection with this offering. See “Expenses Related to this Offering.” The underwriters have agreed to reimburse us for certain offering-related expenses.

A prospectus in electronic format may be made available on the websites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

For a period of 180 days after the date of this prospectus, we will agree that we will not, subject to certain limited exceptions, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any of our ordinary shares or any securities convertible into or exercisable or exchangeable for our ordinary shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our ordinary shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of our ordinary shares or such other securities, in cash or otherwise, without the prior written consent of J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC. This restriction is subject to limited exceptions that are specified in the underwriting agreement.

Our directors and executive officers and holders of our ordinary shares and securities convertible into or exchangeable for our ordinary shares, including all of the selling shareholders, have entered into or will enter into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which, subject to certain limited exceptions, each of these persons or entities, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC, (1) offer to sell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of our ordinary shares or any securities convertible into or exercisable or exchangeable for our ordinary shares (including without limitation, ordinary shares or such other securities which may be deemed to be beneficially owned by such person or entity in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a share option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our ordinary shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of our ordinary shares or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any our ordinary shares or any security convertible into or exercisable or exchangeable for our ordinary shares. These lock-up restrictions are subject to limited exceptions that are specified in the lock-up agreements.

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We and the selling shareholders will agree to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

We intend to apply to list our ordinary shares for trading on the New York Stock Exchange under the symbol “KING.”

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling our ordinary shares in the open market for the purpose of preventing or retarding a decline in the market price of our ordinary shares while this offering is in progress. These stabilizing transactions may include making short sales of the ordinary shares, which involves the sale by the underwriters of a greater number of shares of ordinary shares than they are required to purchase in this offering, and purchasing ordinary shares on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ over-allotment option referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the over-allotment option. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ordinary shares in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M promulgated under the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the ordinary shares, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase ordinary shares in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the ordinary shares or preventing or retarding a decline in the market price of the ordinary shares, and, as a result, the price of the ordinary shares may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the New York Stock Exchange in the over-the-counter market or otherwise.

Prior to this offering, there has been no public market for our ordinary shares. The initial public offering price will be determined by negotiations among us, the selling shareholders and the representatives of the underwriters. In determining the initial public offering price, we, the selling shareholders and the representatives of the underwriters expect to consider a number of factors including:

• the information set forth in this prospectus and otherwise available to the representatives;

• our prospects and the history and prospects for the industry in which we compete;

• an assessment of our management;

• our prospects for future earnings;

• the general condition of the securities markets at the time of this offering;

• the recent market prices of, and demand for, publicly traded ordinary shares of generally comparable companies; and

• other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our ordinary shares, or that the shares will trade in the public market at or above the initial public offering price.

The address of J.P. Morgan Securities LLC is 383 Madison Avenue, New York, New York 10179. The address of Credit Suisse Securities (USA) LLC is Eleven Madison Avenue, New York, New York 10010. The address of Merrill Lynch, Pierce, Fenner & Smith Incorporated is One Bryant Park, New York, New York 10036.

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The address of Barclays Capital Inc. is 745 Seventh Avenue, New York, New York 10019. The address of Deutsche Bank Securities Inc. is 60 Wall Street, New York, New York, 10005. The address of RBC Capital Markets, LLC is Three World Financial Center, 200 Vesey Street, 8th Floor, New York, New York 10281.

Other Relationships

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received or will receive customary fees and commissions. For example, certain entities affiliated with each of our bookrunner underwriters are lenders under our ABL Credit Facility. For a further description of the ABL Credit Facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Credit Facility.” In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Pursuant to an engagement agreement, we engaged Solebury Capital LLC (Solebury), a FINRA member, to provide certain financial consulting services (which do not include underwriting services) in connection with this offering. We agreed to pay Solebury, only upon successful completion of this offering, a fee of 3% of the total underwriting discounts and commissions as set forth on the cover page of the final prospectus for this offering, plus an incentive fee of up to $50,000 payable at our sole discretion. We also agreed to reimburse Solebury for reasonable and documented out-of-pocket expenses up to a maximum of $25,000 and have provided indemnification of Solebury pursuant to the engagement agreement.

Solebury’s services include advice with respect to selection of underwriters for this offering, deal structure, fees and economics, modeling metrics and presentations and investor marketing. Solebury is not acting as an underwriter and has no contact with any public or institutional investor on behalf of us or the underwriters. In addition, Solebury will not underwrite or purchase any of our ordinary shares in this offering or otherwise participate in any such undertaking.

Pursuant to an engagement agreement, we engaged Oppenheimer Europe Limited (Oppenheimer), which is authorized and regulated by the Financial Conduct Authority, a member of the London Stock Exchange and an affiliate of a FINRA member, to provide certain financial consulting services (which do not include underwriting services) in connection with this offering to Apax Partners LLP, an advisor to our largest shareholders. We agreed to pay Oppenheimer on behalf of Apax Partners, only upon successful completion of this offering, a fee of 1% of the total underwriting discounts and commissions as set forth on the cover page of the final prospectus for this offering. We also agreed to provide indemnification to Oppenheimer pursuant to the engagement letter.

Oppenheimer is not acting as an underwriter and has no contact with any public or institutional investor on behalf of us or the underwriters. In addition, Oppenheimer will not underwrite or purchase any of our ordinary shares in this offering or otherwise participate in any such undertaking. Notwithstanding that it is not an underwriter in this offering, Oppenheimer has agreed to restrict the activities of its research analysts following this offering as if it were otherwise participating as an underwriter.

Distribution Outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in

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compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

United Kingdom

This document is only being distributed to and is only directed at (1) persons who are outside the United Kingdom; (2) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, which we refer to as the Order; or (3) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (Relevant Member State), from and including the date on which the EU Prospectus Directive (EU Prospectus Directive), is implemented in that Relevant Member State, which we refer to as the Relevant Implementation Date, an offer of securities described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

• to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

• to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

• to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive) subject to obtaining the prior consent of the book-running managers for any such offer; or

• in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the EU Prospectus Directive.

For the purposes of this provision, the expression an “offer of securities to the public” in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State and the expression EU Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Hong Kong

The shares may not be offered or sold by means of any document other than (1) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.  32, Laws of Hong Kong), or (2) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.  571,

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Laws of Hong Kong) and any rules made thereunder, or (3) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.  32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (1) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (2) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (1) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (2) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (a) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (b) where no consideration is given for the transfer; or (c) by operation of law.

Switzerland

This document, as well as any other material relating to our ordinary shares, which are the subject of the offering contemplated by this prospectus, does not constitute an issue prospectus pursuant to Article 652a of the Swiss Code of Obligations. The shares will not be listed on the SIX Swiss Exchange and, therefore, the documents relating to the shares, including, but not limited to, this document, do not claim to comply with the disclosure standards of the listing rules of SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange.

The shares are being offered in Switzerland by way of a private placement, i.e., to a small number of selected investors only, without any public offer and only to investors who do not purchase the shares with the intention to distribute them to the public. The investors will be individually approached by us from time to time.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (DFSA). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

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Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (ASIC), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (Corporations Act), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons (Exempt Investors) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in Japan

The ordinary shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

156

ENFORCEMENT OF CIVIL LIABILITIES

We have been advised by our Irish counsel that a judgment for the payment of money rendered by a court in the United States based on civil liability would not be automatically enforceable in Ireland. There is no treaty between Ireland and the United States providing for the reciprocal enforcement of foreign judgments. The following requirements must be met before a foreign judgment will be deemed to be enforceable in Ireland:

• the judgment must be for a definite sum;

• the judgment must be final and conclusive; and

• the judgment must be provided by a court of competent jurisdiction.

An Irish court will also exercise its right to refuse judgment if the foreign judgment was obtained by fraud, if the judgment violates Irish public policy, if the judgment is in breach of natural justice or if it is irreconcilable with an earlier foreign judgment. While Irish law is unsettled in certain limited circumstances, should a claim be issued against us in the Irish courts for breaches of U.S. securities laws, the Irish courts are likely to accept jurisdiction and hear whether such breaches occurred because we are incorporated in Ireland.

EXPENSES RELATED TO THIS OFFERING

The following table sets forth all expenses to be paid by us, other than estimated underwriting discounts and commissions, in connection with this offering. All amounts shown are estimates except for the SEC registration fee and the FINRA filing fee:

SEC registration fee	$	64,400
FINRA filing fee		75,500
New York Stock Exchange initial listing fee		25,000
Printing and engraving
Legal fees and expenses
Accounting fees and expenses
Transfer agent and registrar fees
Miscellaneous
Total	$

LEGAL MATTERS

Certain legal matters with respect to U.S. federal law in connection with this offering will be passed upon for us by Fenwick & West LLP, Mountain View, California. Certain legal matters with respect to Irish law in connection with the validity of the shares being offered by this prospectus and other legal matters will be passed upon for us by William Fry, Dublin, Ireland. Certain legal matters with respect to U.S. federal law in connection with this offering will be passed upon for the underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Washington, D.C.

EXPERTS

The consolidated financial statements of Midasplayer International Holding Company p.l.c. (formerly Midasplayer International Holding Company Limited) as of December 31, 2012 and 2013 and for each of the three years in the period ended December 31, 2013 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. PricewaterhouseCoopers LLP is a member of the Institute of Chartered Accountants of England and Wales. The current address of PricewaterhouseCoopers LLP is 1 Embankment Place, London, United Kingdom WC2N 6RH.

157

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1 under the Securities Act, including relevant exhibits and schedules, with respect to the ordinary shares to be sold in this offering. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement and its exhibits for further information with respect to us and our shares. Some of these exhibits consist of documents or contracts that are described in this prospectus in summary form. You should read the entire document or contract for the complete terms. You may read and copy the registration statement and its exhibits at the SEC’s Public Reference Room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website at www.sec.gov, from which you can electronically access the registration statement and its exhibits.

After this offering, we will be subject to the reporting requirements of the Exchange Act applicable to foreign private issuers. Because we are a foreign private issuer, the SEC’s rules do not require us to deliver proxy statements or to file quarterly reports on Form 10-Q, among other things. However, we plan to produce quarterly financial reports and furnish them to the SEC for each of the first three quarters of our fiscal year and to file our annual report on Form 20-F after the end of our fiscal year. In addition, our “insiders” are not subject to the SEC’s rules that prohibit short-swing trading. Our consolidated financial statements will be prepared in IFRS and certified by an independent public accounting firm. We also maintain a website at www.king.com. Information contained in or accessible through, our website is not a part of this prospectus.

158

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Statements of Operations for the years ended December 31, 2011, 2012 and 2013		F-3
Consolidated Statements of Comprehensive Income (Loss) for the years ended December  31, 2011, 2012 and 2013		F-4
Consolidated Statements of Financial Position as at December 31, 2012 and 2013		F-5
Consolidated Statements of Changes in Equity for the years ended December 31, 2011, 2012 and 2013		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2012 and 2013		F-7
Notes to the Consolidated Financial Statements		F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of:

Midasplayer International Holding Company p.l.c.

In our opinion, the accompanying consolidated statements of financial position and the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows present fairly, in all material aspects, the financial position of Midasplayer International Holding Company p.l.c. and its subsidiaries at 31 December 2013 and 31 December 2012, and the results of its operations and its cash flows for each of the three years in the period ended 31 December 2013 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

London, United Kingdom

February 18, 2014

F-2

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in US$ thousands, except per share data)

			Year Ended December 31,
	Notes		2011			2012		2013
Revenue		6	$	63,901		$	164,412	$	1,884,301
Costs and expenses
Cost of revenue				25,915			54,713		584,358
Research and development				12,373			28,600		110,502
Sales and marketing				18,402			55,188		376,898
General and administrative				7,958			14,846		96,537
Total costs and expenses		7		64,648			153,347		1,168,295
Net finance income (costs)				49			52		(1,731	)
Profit (loss) before tax				(698	)		11,117		714,275
Tax expense		9		617			3,272		146,681
Profit (loss)			$	(1,315	)	$	7,845	$	567,594
Earnings (loss) per share attributable to the equity holders of the Company during the year
Basic earnings (loss) per share		10	$	(0.01	)	$	0.07	$	4.65
Diluted earnings (loss) per share		10	$	(0.01	)	$	0.06	$	4.38

See accompanying notes to the consolidated financial statements.

F-3

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in US$ thousands)

	Year Ended December 31,
	2011			2012		2013
Profit (loss) for the year	$	(1,315	)	$	7,845	$	567,594
Other comprehensive income:
Items that may be subsequently reclassified to profit (loss)
Exchange difference on translation of foreign subsidiaries, net of tax $0		(257	)		1,242		4,062
Total comprehensive income (loss) for the year	$	(1,572	)	$	9,087	$	571,656

See accompanying notes to the consolidated financial statements.

F-4

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in US$ thousands)

			December 31,				Pro Forma at December 31,
	Notes		2012		2013		2013 (unaudited)
Assets
Current assets
Cash and cash equivalents		11	$	27,912	$	408,695	$	191,580
Trade and other receivables		12		33,401		216,881		216,881
Income tax receivable				—		1,379		1,379
Total current assets				61,313		626,955		409,840
Non current assets
Intangible assets, net		13		3,836		9,239		9,239
Property, plant and equipment, net		14		2,977		14,258		14,258
Deferred tax assets		15		5,689		47,440		47,440
Income tax receivable				1,347		103,534		103,534
Other deposits				61		5,437		5,437
Total non current assets				13,910		179,908		179,908
Total assets			$	75,223	$	806,863	$	589,748
Liabilities and shareholders’ equity
Current liabilities
Trade and other payables		16		31,948		172,107		172,107
Deferred revenue				5,681		10,942		10,942
Income tax liabilities				2,050		118,728		118,728
Provision for other liabilities		17		—		15,513		15,513
Total current liabilities				39,679		317,290		317,290
Non current liabilities
Deferred tax liabilities		15		271		17		17
Other non current liabilities				172		—		—
Income tax liabilities				1,570		120,903		120,903
Provision for other liabilities		17		—		1,266		1,266
Total non current liabilities				2,013		122,186		122,186
Total liabilities			$	41,692	$	439,476	$	439,476
Shareholders’ equity
Share capital		18		25		65		65
Other reserves				13,054		65,995		65,995
Retained earnings				20,452		301,327		84,212
Total shareholders’ equity				33,531		367,387		150,272
Total liabilities and shareholders’ equity			$	75,223	$	806,863	$	589,748

See accompanying notes to the consolidated financial statements

See note 24 for additional information on the pro forma statement of financial position

F-5

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in US$ thousands)

				Other reserves
	Share capital			Reorganization reserve		Other comprehensive income - translation reserve			Share-based payment reserve		Repurchase of shares reserve			Retained earnings			Total shareholders’ equity
Balance as of January 1, 2011	$	27		$	10,035	$	(1,265	)	$	490	$	—		$	13,922		$	23,209
Loss for the year		—			—		—			—		—			(1,315	)		(1,315	)
Currency translation differences		—			—		(257	)		—		—			—			(257	)
Total comprehensive loss for the year		—			—		(257	)		—		—			(1,315	)		(1,572	)
Share-based payments		—			—		—			1,587		—			—			1,587
Repurchase of shares		(6	)		—		—			—		(6,340	)		—			(6,346	)
Issuance of shares		3			—		—			—		—			—			3
Balance as of December 31, 2011	$	24		$	10,035	$	(1,522	)	$	2,077	$	(6,340	)	$	12,607		$	16,881
Profit for the year		—			—		—			—		—			7,845			7,845
Currency translation differences		—			—		1,242			—		—			—			1,242
Total comprehensive income for the year		—			—		1,242			—		—			7,845			9,087
Share-based payments		—			—		—			7,562		—			—			7,562
Issuance of shares		1			—		—			—		—			—			1
Balance as of December 31, 2012	$	25		$	10,035	$	(280)		$	9,639	$	(6,340	)	$	20,452		$	33,531
Profit for the year		—			—		—			—		—			567,594			567,594
Currency translation differences		—			—		4,062			—		—			—			4,062
Total comprehensive income for the year		—			—		4,062			—		—			567,594			571,656
Share-based payments		—			—		—			48,879		—			—			48,879
Issuance of shares		40			—		—			—		—			—			40
Dividends to equity holders of the Company		—			—		—			—		—			(286,719	)		(286,719	)
Balance as of December 31, 2013	$	65		$	10,035	$	3,782		$	58,518	$	(6,340	)	$	301,327		$	367,387

The amounts above are shown net of tax.

See accompanying notes to the consolidated financial statements.

F-6

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in US$ thousands)

	Year Ended December 31,
	2011			2012			2013
Cash flows from operating activities
Profit (loss) before tax	$	(698	)	$	11,117		$	714,275
Adjustments to reconcile profit (loss) before tax to cash flows from operating activities:
Amortization		1,006			1,484			2,174
Impairment of intangible assets		660			—			—
Depreciation		1,052			1,342			4,189
Equity settled share-based payments		1,546			4,783			19,263
Loss on disposal of property, plant and equipment & intangible assets		8			245			169
Loss on disposal of a subsidiary		—			80			—
Net finance costs (income)		(49	)		(52	)		1,731
Increase in deferred revenue		2,326			3,355			5,261
Increase in trade and other receivables		(3,374	)		(25,760	)		(188,866	)
Increase in trade and other payables		2,974			17,072			150,070
Cash flows from operating activities		5,451			13,666			708,266
Interest received		49			52			150
Interest paid		—			—			(1,881	)
Tax paid		(323	)		(2,151	)		(26,964	)
Net cash generated from operating activities		5,177			11,567			679,571
Cash flows from investing activities
Purchases of intangible assets		(1,476	)		(2,553	)		(7,611	)
Purchase of property, plant and equipment		(883	)		(2,704	)		(15,347	)
Purchase of a business		—			(669	)		—
Net cash used in investing activities		(2,359	)		(5,926	)		(22,958	)
Cash flows from financing activities
Payment of dividends		—			—			(286,719	)
Issuance of shares		—			—			40
Repurchase of shares		(6,340	)		—			—
Net cash used in financing activities		(6,340	)		—			(286,679	)
Net increase (decrease) in cash and cash equivalents		(3,522	)		5,641			369,934
Cash and cash equivalents at the beginning of the year		25,611			21,658			27,912
Exchange gains (losses) on cash and cash equivalents		(431	)		613			10,849
Cash and cash equivalents at the end of the year	$	21,658		$	27,912		$	408,695

See accompanying notes to the consolidated financial statements.

F-7

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

1. General information

Midasplayer International Holding Company p.l.c and its subsidiaries (together the Group, the Company or King) produce and distribute online games on multiple platforms and historically sold advertising space on these platforms. The Company is a public limited liability company domiciled and incorporated in Malta under the Maltese Companies Act 1995. Its registered office is Aragon House, Level 4, Dragonara Road, St Julians, STJ3140, Malta.

In December 2006 the entire issued share capital of Midasplayer.com Ltd (MPL) was cancelled in exchange for consideration in the form of all the shares of Midasplayer International Holding Company p.l.c. (‘formerly Midasplayer International Holding Company Limited’) (MIHC). Following this reorganization, MIHC became the parent company of the Group and reflects a reorganization reserve in shareholder’s equity which represents the difference between the value of the new equity structure and MPL’s previous equity value.

The status of Midasplayer International Holding Company Limited changed to a public limited liability company in November 15, 2013 and its name changed to Midasplayer International Holding Company p.l.c.

These financial statements were authorized for issue by the board of directors on February 17, 2014.

2. Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Standards Interpretations Committee (IFRIC), collectively ‘IFRSs’. The consolidated financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with IFRSs as adopted by the IASB requires the use of certain critical accounting estimates.

Certain comparative amounts have been reclassified to conform with the current year’s presentation.

Standards, interpretations and amendments to published standards effective in 2013

In 2013, the Group adopted new standards, amendments and interpretations to existing standards that are mandatory for the Group’s accounting period beginning on January 1, 2013. The adoption of these revisions to the requirements did not result in substantial changes to the Group’s accounting policies.

Standards, interpretations and amendments to published standards that are not yet effective

Certain new standards, amendments and interpretations to existing standards have been published but are not mandatory for the Company’s 2013 consolidated financial statements. The Group has not early adopted these revisions to IFRSs. Updates not applicable to the Group have been excluded from the discussion below. These new standards include:

• IFRS 9, ‘Financial Instruments’, addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9

F-8

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortized cost. The determination is made at initial recognition. The classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than the statement of operations, unless this creates an accounting mismatch. The Group is yet to assess IFRS 9’s full impact. The Group will also consider the impact of the remaining phases of IFRS 9 when completed by the Board.

• IFRIC 21, ‘Levies’, sets out the accounting for an obligation to pay a levy that is not income tax. The interpretation addresses what the obligating event is that gives rise to pay a levy and when should a liability be recognized.

The adoptions of the pronouncements and amendments described above will not have a material impact on the results and financial position of the Group.

Basis of consolidation

Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognizes any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the statement of operations.

Intercompany transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Segments

The Group has one operating segment with one business activity, developing and monetizing casual online and mobile games. The Chief Operating Decision Maker (CODM) is the board of directors, which manages operations on a consolidated basis. When assessing performance and allocating resources the CODM reviews financial information presented on a consolidated basis, accompanied by disaggregated revenue information on game level basis.

F-9

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the Group’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The Group monitors for significant and stable changes in an entity’s economic environment which may indicate a need to reassess the functional currency.

On January 1, 2013, one of the Company’s main operating subsidiaries changed its functional currency prospectively from euro to U.S. dollar to reflect the increased concentration of its activities in U.S. dollars.

These consolidated financial statements are presented in U.S. dollars and all values are rounded to the nearest thousand, except when otherwise indicated.

(b) Transactions and balances

Foreign currency transactions that are denominated, or require settlement, in a foreign currency are translated into the functional currency using the exchange rates prevailing for the month.

Monetary items denominated in foreign currency are translated with the closing rate as at the reporting date. Non-monetary items measured at historical cost denominated in a foreign currency are translated with the exchange rate as at the date of initial recognition; non-monetary items in a foreign currency that are measured at fair value are translated using the exchange rates at the date when the fair value was determined.

Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of operations.

All foreign exchange gains and losses are presented net in the consolidated statement of operations within the corresponding item.

(c) Group companies

The operations and financial position of all the Group’s subsidiaries (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

• Income and expenses for each statement of operations are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

• All resulting exchange differences are recognized in other comprehensive income — translation reserve.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, are recognized in ‘Other comprehensive income’. When a foreign operation is disposed of, or partially disposed of, such exchange differences are recognized in the consolidated statement of operations as part of the gain or loss on sale.

F-10

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

Property, plant and equipment

Property, plant and equipment are initially recorded at historical cost and are subsequently stated at historical cost less depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

The company recognizes in the carrying amount of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied with the item will flow to the company and the cost of the item can be measured reliably. All other costs are expensed as incurred.

Depreciation is recorded using the straight-line method to allocate the cost less residual value over their estimated useful life of the asset. Leasehold improvements are depreciated over the lesser of the lease term or the estimated useful lives of the improvements. The estimated useful lives of property, plant and equipment are as follows:

•   Fixtures, fittings and office equipment	3 years
•   Computer hardware	2-3 years
•   Leasehold improvements	1-7 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within ‘Costs and expenses’, as general and administrative expenses in the statement of operations.

Intangible assets

(a) Domain names

Separately acquired domain names are shown at cost less accumulated amortization. Domain names acquired in a business combination are recognized at fair value at the acquisition date. Domain names are amortized using the straight-line method over their estimated useful lives of 20 years.

(b) Computer software

Acquired computer software licences are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized over their estimated useful lives.

The estimated useful lives of computer software are as follows:

•   Computer software 3-5 years

F-11

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

(c) Internally generated software

Costs associated with maintaining computer software infrastructure are recognized as an expense as incurred. Development costs that are directly attributable to the design and testing of the Group’s identifiable and unique games are recognized as intangible assets when the following criteria are met:

• it is technically feasible to complete the software product so that it will be available for use;

• management intends to complete the software product and use or sell it;

• there is an ability to use or sell the software product;

• it can be demonstrated how the software product will generate probable future economic benefits;

• the expenditure attributable to the software product during its development can be reliably measured; and

• the availability of adequate technical, financial and other resources to complete the development and use or sell the intangible asset.

Directly attributable costs that are capitalized as part of the software product include the software development employee costs.

Internally generated software development costs recognized as assets are amortized using the straight-line method over their estimated useful lives of 18 months for social and mobile games and three years for skill games.

Other development expenditures that do not meet these criteria are recognized as an expense as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period.

(d) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets acquired at the date of acquisition. Goodwill is tested annually for impairment and is carried at cost less any accumulated impairment losses.

(e) Patents

Patents have a finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method to allocate the cost of patents over their estimated useful lives, subject to any additional impairment that might arise.

The estimated useful lives of patents are as follows:

•   Patents 4 –17 years

Impairment of non-financial assets

Assets that are subject to amortization or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.

F-12

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

Trade and other receivables

Trade receivables comprise amounts due from customers for services performed in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets.

Trade and other receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment.

The Group considers that trade receivables are not impaired unless there are specific indicators of impairment. The Group manages credit limits and exposures actively such that there are no material past due amounts receivable from third parties as at the reporting date.

Based on the short term nature of trade and other receivables, the carrying amount approximates the fair value.

Cash and cash equivalents

Cash and cash equivalents include cash at bank and in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less and balances held on behalf of customers (money players).

Share capital

Ordinary and preference shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Trade and other payables

Trade payables comprise obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. They further include a liability relating to player balances for deposited funds that are yet to be spent on games within the Group’s online skill games. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade and other payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. Based on the short term nature of trade and other payables the carrying amount approximates the fair value.

Provisions

Provisions are recognized when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably measured.

(a) Restoration

Provisions for restorations are for the rehabilitation of leasehold improvements at the end of the lease term and are recognized on a lease by lease basis, based on the Group’s best estimate of the likely cash outflow.

(b) Sales taxes

Provisions for sales taxes relate to probable payments due to tax authorities where the Group operates and are based on the Group’s best estimate of the likely cash outflow, including associated penalties.

F-13

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

Current and deferred tax

The tax expense for the period comprises current and deferred tax. Tax is recognized in the statement of operations except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the year-end date in the countries where the company and its subsidiaries operate and generate taxable income. The Group evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.

Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Employee benefits

(a) Pension obligations

The Group operates a defined contribution pension plan. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separately administered fund. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

The Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are earned. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.

Share-based payments

Equity-settled share-based awards

The Company has granted equity-settled share-based awards in the form of ordinary shares, options to purchase ordinary shares and restricted ordinary share units. The Company receives services from employees as consideration for the awards. The fair value of the cost of these services is recognized as an expense over the period in which the services are rendered.

F-14

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

The fair value of the equity-based awards is determined using a Monte Carlo valuation model. This model requires the use of the following assumptions: (i) expected volatility of ordinary shares, which is based on the volatilities of comparable public companies in a similar industry, (ii) expected term of the award, which is determined based on the expected period to settlement date, (iii) expected dividend yield, and (iv) the risk-free interest rate, which is based on the implied yield of U.S. Treasury bonds with a term equal to the expected term.

As described further in Note 18, the Company’s D1 and D2 ordinary shares convert to A ordinary shares upon an exit event, if the enterprise value of the Company exceeds a defined hurdle price. As a result, the share price used in the models incorporates the value of the underlying share price before and after the anticipated exit event. These are not considered to be vesting conditions of the awards.

The Company awarded Shadow Options to selected employees entitling them to subscribe for a specified number of ordinary shares in the event of an initial public offering or receive a cash bonus if the company is sold. The number of awards or amount of cash payment is determined based on the time which elapses from the employee’s start date and the qualifying exit event and the difference between the sale price of the number of shares.

The classification of the Shadow Options as a cash-settled and equity-settled share-based payment plan is considered to be an accounting estimate based on the probability of the qualifying exit event. Any change in classification will be treated as a change in estimate and a respective cumulative expense adjustment will be recorded.

Cash-settled share-based awards

The Company has granted cash-settled share-based Discretionary Bonus Units (DBUs) to selected employees. The DBUs entitle the holder to receive a cash payment in the event that the enterprise value of the Company exceeds a predetermined hurdle at a qualifying exit event. The Company receives services from employees as consideration for the awards based on the value of the entity’s equity instruments.

The Company recognizes the cost of the services and the related liability as the employees render the service. The liability is measured at fair value using an option pricing model by reference to the terms and conditions on which the DBUs are granted and the extent to which the employees have rendered service up to the valuation date. Fair value is remeasured at the end of each reporting period and a mark-to-market adjustment is recorded as an expense in the period.

The fair value of the DBUs is determined using the Black-Scholes option-pricing model. This model requires the use of the following assumptions: (i) expected volatility of ordinary shares, which is based on the volatilities of comparable public companies in a similar industry (ii) expected life of the DBU, which is determined based on the expected period to settlement date (iii) expected dividend yield, and (iv) the risk-free interest rate is based on the implied yield of U.S. Treasury bonds with a term equal to the expected term.

Revenue recognition

Revenue is derived from the sale of virtual items available for purchase in-game on third party social and mobile platforms, from the provision of online skill games accessed on the Company’s website, and historically from advertising.

F-15

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

The Group recognizes revenue when it can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group’s activities as described below. Revenue is recorded at the fair value of consideration received or receivable net of sale tax, prizes, discounts and other promotions and after eliminating intra-group sales.

(a) Virtual items

The Company offers its games on social and mobile platforms, whereby a user can play a King game at no cost and can purchase in-game virtual items. Virtual items provide various game enhancements such as boosting player ability or extending game play and are not transferable between different games. Virtual items are classified into two categories, consumable or durable, depending on whether the virtual items’ value is consumed immediately or if the item has an ongoing value in game play. The Company can differentiate between revenue generated from durable and consumable virtual items for games offered on social and mobile platforms.

Consumable virtual items provide a benefit to the player that is consumed through specific player actions, after which the consumable virtual items are no longer available for re-use in future game play. Consumable items can be purchased in a single item format or a multiple item pack. Revenue is recognized at the time the item is consumed for single item formats and is recognized at the time the final item in a multiple item pack is consumed. The Group monitors the consumption pattern of its consumable virtual items and reassesses its impact on revenue recognition on a periodic basis.

Durable virtual items are used by players from the time of purchase onward. They provide game enhancement throughout game play and do not expire. The enhancement or benefit ends at the earliest of a player completing or abandoning the game. The Company recognizes revenue from the sale of durable virtual items ratably over the estimated average playing period of paying players on a game by game basis, which represents the Company’s best estimate of the average life of durable virtual items for each game. The Company reassesses the estimated average life of durable virtual items and the estimated average playing periods of paying players on a periodic basis.

The Company determines on a game by game basis, the estimated average playing period begins when a player makes a first purchase, and ends when a player is determined to be inactive. Based on an assessment of the historical pattern of player’s game play, the Company considers a paying player inactive if that player has not logged on to a game in any one month. The rate by which playing players become inactive for any given month is calculated to be the proportion of players who have purchased at least one virtual item in any previous month, who were active in the previous month and who have not logged into the gaming environment during that given month. Through this analysis the Company has determined that players become inactive at a relatively consistent rate, and determine the estimated average playing period of a paying player by computing the average amount of time that paying playing will remain active. If future data indicates paying players do not become inactive at a relatively consistent rate, the Company will revise the method of calculation accordingly.

In all games on the social platform and some games on the mobile platform, players are granted free virtual currency upon installing a game and subsequently can purchase additional virtual currency. The price of virtual currency can vary based on volume discounts, other discounts and, at times, promotional free grants of virtual currency. Virtual currency can be redeemed for virtual items. A player’s virtual currency balance cannot be withdrawn and virtual currency purchased or granted in one game on a particular platform can only be used in that game.

F-16

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

The Group does not recognize any revenue upon the sale of virtual currency. Amounts collected from the sale of virtual currency are deferred and recognized as the player uses the virtual items purchased with the virtual currency. Revenue from the sale of virtual items with virtual currency is measured by multiplying the price of the item denominated in the virtual currency and the cost per virtual currency unit. The cost per virtual currency unit is determined to be the maximum weighted-average unit cost a player could have paid during the period. This unit cost is reassessed periodically. The Group does not recognize revenue from virtual items purchased with virtual currency when the player has never purchased virtual currency.

Customers purchase virtual items or virtual currency directly from the platform service providers who remit the payments to us net of a platform service charge. We are responsible for the operation and maintenance of our games on these platforms as well as setting the prices of our virtual items. On this basis, we have determined that we are the principal in these arrangements and recognize revenue from the sale of virtual items on a gross, as opposed to net, basis.

(b) Online skill games

The Group generates revenue from skill games on the royalgames.com website by retaining a commission from the amount that players pay to play. Players deposit funds into individual player accounts maintained by the Company and draw down on the balance of their player accounts to enter skill game tournaments. The revenue recognized is the commission charged on tournament entry fees where the players have concluded their participation in the tournament with a deduction of incentives or bonus money. A liability is raised for bonus money at the point in time when it becomes withdrawable, which is when bonus money is won by a player within a tournament.

(c) Advertising revenue

The Group had contractual relationships with agencies, brokers and direct advertisers for advertisements within our games including pre-roll advertisements prior to game play, advertising impressions, views and clicks. Revenue from advertising was recognized when the advertisement had been clicked or viewed by the player or impression is served. The Group discloses advertising revenue on a gross basis.

Cost of revenue

Amounts recorded as cost of revenue relate to direct expenses incurred in order to generate revenue from games and historically advertising. Cost of revenue primarily includes amounts charged by platform distribution partners, payments for third party licensed intellectual property usage related to audio content, fees paid to payment processing providers, salaries, benefits and share-based payments for customer support and infrastructure teams, as well as their related travel and entertainment and occupancy and facility costs.

Operating leases

Leases of assets in which a significant portion of the risks and rewards of ownership are effectively retained by the lessor are classified as operating leases. The Group leases certain property, plant and equipment. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement of operations on a straight-line basis over the period of the lease.

Dividend distribution

Dividend distribution to the Group’s shareholders is recognized as a liability in the Group’s financial statements in the reporting period in which an obligation to pay a dividend is established.

F-17

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

3. Financial risk management

Financial risk factors

The Group’s activities potentially expose it to a variety of financial risks: market risk (including foreign exchange risk, cash flow and fair value interest rate risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance.

The board of directors provides principles for overall Group risk management, as well as policies covering risks referred to above and specific areas such as investment of excess liquidity. The Group did not make use of derivative financial instruments during the current and preceding financial years.

(a) Market risk

(i) Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily in respect of the pound sterling, euro and Swedish krona. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. Foreign cash balances are monitored and controlled by the Group to limit exchange rate exposure on cash balances.

At December 31, 2013, if the currencies had weakened or strengthened by 5% against the U.S. dollar with all other variables held constant, the impact on post-tax profits for the year would have been as follows:

Currency	Impact on Profit
(in thousands)
pound sterling	$	203
Swedish krona		390
euro		4,605

(ii) Cash flow and fair value interest rate risk

As the Group’s interest-bearing assets represent bank balances that mature in the short term, its cash flows are substantially independent of changes in market interest rates. Management considers the potential impact on profit or loss of a defined interest rate shift that is reasonably possible at the end of the reporting period to be immaterial.

(b) Credit risk

Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, and trade and other receivables. The Group banks only with financial institutions with high quality standing or rating. Management considers credit risk in respect of receivables to be insignificant and does not expect any material losses from non-performance of trade and other receivables. Further disclosure in this regard is provided in Note 11 and Note 12 to the financial statements.

F-18

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

(c) Liquidity risk

The Group is exposed to liquidity risk in relation to meeting future obligations associated within its financial liabilities. Financial liabilities comprise amounts owed to customers, and trade and other payables. Prudent liquidity risk management includes maintaining sufficient cash and cash committed credit lines. Liquidity risk is monitored at a Group level by ensuring that sufficient funds are available to each subsidiary in the appropriate currency within the Group. In 2013, the Group entered into an asset-based loan (“ABL”) revolving credit facility of $150 million.

Capital risk management

The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Total capital is equity as shown in the consolidated statement of financial position and is maintained in the context of the Group. In view of the nature of the Group’s activities and the extent of debt, the capital level as at the end of the reporting period is deemed adequate by the directors.

4. Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other relevant factors, including expectations of future events that are believed to be reasonable under the circumstances.

In the opinion of the directors, the accounting estimates and judgements made in the course of preparing these financial statements are not difficult, subjective or complex to a degree which would warrant their description as critical in terms of the requirements of IAS 1, except as referred to below:

(a) Revenue recognition

The group has deferred revenue relating to durable virtual items over the period in which they are expected to be used, in accordance with IAS 18, and has recognized revenue relating to consumable virtual items at the time of consumption which approximates its point of purchase. In doing this, the Group has made the following judgment:

(i) Revenue on durable virtual items is deferred and recognized over the average playing period of paying players for each game, which is the best estimate of the average life of durable virtual items. Future player usage patterns and behaviour may change and differ from the historical patterns. This may result in a change in the estimated playing period of paying players of the game in the future. The Group reassesses the estimated average life of durable virtual items and the estimated average playing period of paying players on a periodic basis.

(ii) Revenue for consumable virtual items is recognized at the time of consumption which approximates the time of purchase. Future player usage patterns and behaviour may change and differ from the historical patterns. This may result in a change in the timing of consumption of consumable virtual items. The Group monitors the consumption pattern of its consumable virtual items and reassesses its impact on revenue recognition on a periodic basis.

(iii) The cost of a virtual currency unit is determined to be the maximum weighted-average unit cost a player could have paid during the period. The Group monitors the weighted-average unit cost and reassess its impact on revenue recognition on a periodic basis.

F-19

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

(b) Income taxes

The group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The group recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.

(c) Intangibles

Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognized as intangible assets. Directly attributable costs that are capitalized as part of the software product include the software development employee costs. These costs are calculated applying an average employee daily rate to the number of days each game studio employee has worked on a specific game.

(d) Valuation of ordinary shares

The Company operates several cash- and equity-settled share-based compensation plans under which it receive services from employees as consideration for equity-based instruments of the Company. In order to determine the fair value of services provided, the Company estimates the fair value of the ordinary shares as of each grant date using a discounted cash flow model and in consideration of the following factors:

• the market performance of comparable companies selected based on several factors including, but not limited to industry (primarily Internet and games companies), similar rapid growth rates and availability of financial information (primarily public companies);

• historical results and forecasted profitability;

• the rights and preferences of our preference shares relative to our ordinary shares and other equity classes;

• the likelihood of achieving a discrete liquidity event, such as an initial public offering, sale or dissolution; and

• external market and economic conditions impacting our industry group.

5. Acquisition of subsidiary

In March 2012, the Company purchased all of the shares in Royfabgame Sweden 2012 AB (Royfab), a company based in Sweden for a total expected consideration of $1,012,000 (€766,000), recognizing goodwill of $60,000 (€47,000). The purpose of this acquisition was to enable the company to enter the mobile gaming space more quickly by acquiring a mobile games engine and hiring key staff with experience in production of mobile games. Royfab contained intellectual property rights and employees at the time of purchase. As part of the purchase agreement, the Royfab employees entered into employment contracts with Midasplayer AB. Deferred compensation of $172,000 (€130,000) payable to the Royfab employees has been recorded as a current liability in the statement of financial position as at December 31, 2013. The effect of the acquisition was not material to the Group’s financial statements.

F-20

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

6. Segments and geographical information

The Group has one operating segment with one business activity, developing and monetising casual online and mobile games.

The following represents revenue based on geographic location of players:

	2011		2012		2013
(in thousands)
North America	$	12,280	$	54,489	$	1,070,068
United Kingdom		7,563		19,418		181,318
Australia		483		6,153		96,303
France		5,805		14,201		90,580
Germany		17,497		23,818		62,310
Other European countries		15,261		26,351		149,755
Rest of world		5,012		19,982		233,967
Total revenue	$	63,901	$	164,412	$	1,884,301

The following represents non-current assets by location:

	2012		2013
(in thousands)
Sweden	$	2,149	$	11,063
Malta		3,222		112,053
United Kingdom		2,530		7,329
Rest of world		320		2,023
Non-current assets	$	8,221	$	132,468

7. Costs and expenses

	2011			2012		2013
(in thousands)
Payments to social & mobile platform providers	$	3,718		$	35,504	$	563,853
Marketing and advertising		15,070			46,953		363,436
Employee benefits expense (note 8)		16,236			36,519		151,487
Office and related services		3,484			7,389		16,961
Commissions paid to advertising partners & agencies		2,508			4,473		3,255
Operating lease payments		958			1,448		4,420
Depreciation of property, plant and equipment (note 14)		1,052			1,342		4,189
Amortization of intangibles (note 13)		1,006			1,484		2,174
Payments to online partners & service providers		15,730			7,978		2,236
Other expenses		5,089			9,430		55,412
Impairment of intangibles		660			—		—
Net foreign exchange (gain) loss		(863	)		827		872
Total costs and expenses	$	64,648		$	153,347	$	1,168,295

F-21

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

8. Employee benefits expense

	2011		2012		2013
(in thousands)
Wages and salaries, including other termination benefits	$	10,805	$	19,006	$	72,619
Share-based payments		1,621		9,618		55,289
Social security costs		2,769		6,104		19,440
Pension costs – defined contribution plans		837		1,316		2,380
Other charges		204		475		1,759
Total employee benefit expense	$	16,236	$	36,519	$	151,487

9. Tax

	2011			2012			2013
(in thousands)
Current tax:
Current tax on profit (loss) for the year	$	2,336		$	3,546		$	159,874
Adjustment in respect to prior years		—			—			(1,609	)
Total current tax	$	2,336		$	3,546		$	158,265
Deferred tax:
Origination and reversal of temporary differences		(1,732	)		(300	)		(11,584	)
Total deferred tax	$	(1,732	)	$	(300	)	$	(11,584	)
Exchange movement		13			26			—
Total tax expense	$	617		$	3,272		$	146,681

Maltese Corporation tax is calculated at 35% (2012: 35%, 2011: 35%) of the estimated taxable profit for the year. Taxation for other jurisdictions is calculated at the prevailing rates of those jurisdictions.

The tax on profit (loss) for the years differs from the theoretical amount that would arise by applying the basic tax rate to the accounting profit (loss) as follows:

	2011			2012			2013
(in thousands)
Profit (loss) before tax	$	(698	)	$	11,117		$	714,275
Profit (loss) on ordinary activities multiplied by Malta corporation tax rate of 35% (2012: 35%, 2011: 35%)		(244	)		3,891			249,996
Tax effects of:
Different tax rates for subsidiaries operating in other jurisdictions		(647	)		(1,355	)		(5,407	)
Expenditure not deductible for tax purposes		42			976			2,552
Tax refund on operating activities		—			(1,347	)		(103,534	)
Adjustments to current tax in respect of prior years		—			—			(1,609	)
Tax losses not recognized / (utilized)		457			(1,012	)		—
Write off of previously recognized deferred tax assets		790			321			—
Share-based payments		366			1,809			4,583
Other		(147	)		(11	)		100
Total tax expense	$	617		$	3,272		$	146,681

F-22

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

The tax refund of $103,534,000 (2012: $1,347,000) represents Malta tax recoverable by the Company in accordance with applicable fiscal legalization on intra-group dividends declared during the year.

A certain degree of judgement is required in evaluating the group’s tax positions and determining the provision for income taxes. In addition, tax laws are dynamic and subject to change. As a result, our tax positions could be challenged and our income tax expense could increase in the future.

As the group operates throughout the world, it strives to apply Transfer Pricing that adequately represents the composition of its operations. The group is in discussions with certain tax authorities to confirm that they are in alignment with the group’s approach.

The income tax benefit recognized directly into equity during the year is as follows (in thousands):

	2011		2012		2013
Share option and award scheme	$	41	$	2,845	$	29,616
Total	$	41	$	2,845	$	29,616

10. Earnings (loss) per share

Basic earnings (loss) per share is calculated by dividing the profit (loss) attributable to ordinary equity holders of the Company by the weighted-average number of ordinary and preference shares in issue during the year.

	2011			2012		2013
(in thousands, except per share data)
Basic
Profit (loss) attributable to equity holders of the Company ($)		(1,315	)		7,845		567,594
Weighted-average number of shares in issue		114,738			119,509		122,187
Basic earnings (loss) per share ($)		(0.01	)		0.07		4.65
Diluted
Profit (loss) attributable to equity holders of the Company ($)		(1,315	)		7,845		567,594
Weighted-average number of shares in issue (i)		114,738			128,484		129,515
Diluted earnings (loss) per share ($)		(0.01	)		0.06		4.38

(i) As a result of the loss for the year ended December 31, 2011, all potentially dilutive shares were anti-dilutive and therefore excluded from the computation of diluted net loss per share. The anti-dilutive equity securities totalled 2,198,482 shares.

Share options and unvested shares have been included in the diluted earnings per share calculation.

	2011		2012		2013
(in thousands)
Diluted
Weighted-average number of shares in issue		114,738		119,509		122,187
Adjusted for:
– Unvested shares		—		6,233		4,873
– Share options		—		2,742		2,455
Weighted-average number of shares for diluted earnings per share		114,738		128,484		129,515

F-23

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

11. Cash and cash equivalents

	2012		2013
(in thousands)
Cash at bank and in hand	$	24,668	$	405,440
Cash held on behalf of customers		3,244		3,255
Total cash and cash equivalents	$	27,912	$	408,695

Cash held on behalf of customers is subject to some restrictions over the use of cash from the Group’s online skill tournament business. An equal liability is recognized on the statement of financial position in trade and other payables (note 16).

As at December 31, 2012 and 2013, approximately 77% and 45%, respectively, of total cash and cash equivalents, was held in a currency other than the entities’ functional currency.

The credit ratings of the Group’s principal banking partners at December 31, 2012 and 2013, based on publicly reported Nationally Recognized Statistical Rating Organizations, are as follows (in thousands):

	2012		2013
A+	$	10,858	$	9,167
A		6,316		395,791
A-		—		255
BBB+		10,144		2,496
BBB		412		—
BB		182		—
B-		—		382
Not rated		—		604
Total cash and cash equivalents	$	27,912	$	408,695

The Group continually monitors its credit risk with banking partners and did not incur any losses during 2012 and 2013 as a result of bank failures.

12. Trade and other receivables

	2012		2013
(in thousands)
Trade receivables	$	26,045	$	208,282
Prepayments and other receivables		7,356		8,599
Current trade and other receivables	$	33,401	$	216,881

Trade receivables relate to remittance in respect of the social and mobile platforms operations. In the prior year it also included the sale of advertising space. The Group assesses the credit quality of third parties it contracts with.

At December 31, 2013, the Group had 97% of total trade receivables with three key platform service providers.

F-24

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

There are no concerns about the collectability of this balance due to the credit quality of the service providers. The Group does not extend credit to any individual gaming customers.

For skill games, all entry fees are made through individual customer account deposits i.e. the players’ deposit money in an account from which they then draw on to enter games and tournaments. To achieve the desired risk profile, the Group conducts trading with a small number of well-known providers. These companies have a certain level of credit with the Group.

As at December 31, 2012 and 2013, approximately 92% and 2%, respectively, of total trade and other receivables, was held in a currency other than the entities’ functional currency.

13. Intangible assets

	Goodwill		Patents		Domain names		Computer software			Internally generated software			Total
(in thousands)
Cost
As of December 31, 2011	$	—	$	—	$	789	$	915		$	4,517		$	6,221
Additions		—		—		—		300			2,253			2,553
Acquisition of subsidiary		60		—		—		354			—			414
Disposals		—		—		—		(879	)		(288	)		(1,167	)
Exchange differences		—		—		18		15			150			183
As of December 31, 2012	$	60	$	—	$	807	$	705		$	6,632		$	8,204
Additions		—		2,150		—		677			4,784			7,611
Disposals		—		—		—		—			(2,186	)		(2,186	)
Exchange differences		—		—		34		41			151			226
As of December 31, 2013	$	60	$	2,150	$	841	$	1,423		$	9,381		$	13,855
Accumulated amortization
As of December 31, 2011	$	—	$	—	$	222	$	865		$	2,659		$	3,746
Charge for the year		—		—		39		126			1,319			1,484
Disposals		—		—		—		(879	)		(78	)		(957	)
Exchange differences		—		—		—		(2	)		97			95
As of December 31, 2012	$	—	$	—	$	261	$	110		$	3,997		$	4,368
Charge for the year		—		80		40		202			1,852			2,174
Disposals		—		—		—		—			(2,101	)		(2,101	)
Exchange differences		—		—		12		11			152			175
As of December 31, 2013	$	—	$	80	$	313	$	323		$	3,900		$	4,616
Carrying amount
As of December 31, 2012		60		—		546		595			2,635			3,836
As of December 31, 2013	$	60	$	2,070	$	528	$	1,100		$	5,481		$	9,239

The Amortization expense in 2013 of $2,174,000 (2012: $1,484,000) is included in ‘Cost and expenses’, within general and administrative and research and development expenses.

F-25

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

14. Property, plant and equipment

	Fixtures, fittings and office equipment			Leasehold improvements			Computer hardware			Total
(in thousands)
Cost
As of December 31, 2011	$	254		$	70		$	3,642		$	3,966
Additions		282			345			2,077			2,704
Disposals		(30	)		(69	)		(476	)		(575	)
Exchange differences		(11	)		9			283			281
As of December 31, 2012	$	495		$	355		$	5,526		$	6,376
Additions		1,777			2,885			10,685			15,347
Disposals		(214	)		(693	)		(1,041	)		(1,948	)
Exchange differences		42			77			178			297
As of December 31, 2013	$	2,100		$	2,624		$	15,348		$	20,072
Accumulated depreciation
As of December 31, 2011	$	169		$	69		$	2,237		$	2,475
Charge for the year		59			55			1,228			1,342
Disposals		(24	)		(69	)		(474	)		(567	)
Exchange differences		28			1			120			149
As of December 31, 2012	$	232		$	56		$	3,111		$	3,399
Charge for the year		335			784			3,070			4,189
Disposals		(146	)		(684	)		(1,034	)		(1,864	)
Exchange differences		8			32			50			90
As of December 31, 2013	$	429		$	188		$	5,197		$	5,814
Carrying amount
As of December 31, 2012		263			299			2,415			2,977
As of December 31, 2013	$	1,671		$	2,436		$	10,151		$	14,258

The depreciation expense in 2013 of $4,189,000 (2012: $1,342,000) is included in ‘Cost and expenses’ within general and administrative expenses.

15. Deferred taxation

Deferred tax assets and liabilities are reflected in the statement of financial position, as follows:

	2012			2013
(in thousands)
Deferred tax assets	$	5,689		$	47,440
Deferred tax liabilities		(271	)		(17	)
Net deferred asset	$	5,418		$	47,423

Deferred tax assets are recognized for tax loss carry-forwards, timing differences on share options issued and other temporary differences, to the extent that the realization of the related tax benefit through future taxable profits is probable.

F-26

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

Gross movement on the deferred income tax account is as follows:

	2012			2013
(in thousands)
At January 1,	$	1,980		$	5,418
Recognized in the statement of operations:
– Intangibles		55			643
– Losses carried forward		(1,374	)		—
– Share options issued to employees		1,226			11,228
– Other		511			(287	)
Amounts recognized directly in equity		2,845			29,616
Exchange differences		175			805
At December 31,	$	5,418		$	47,423

The movement in deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, are as follows:

Deferred tax assets

	Tax losses			Share options		Intangibles		Other			Total
(in thousands)
At January 1, 2012	$	1,383		$	62	$	—	$	854		$	2,299
Recognized in the statement of operations		(1,374	)		1,226		—		511			363
Recognized in equity		—			2,845		—		—			2,845
Exchange differences		(9	)		159		—		32			182
At December 31, 2012	$	—		$	4,292	$	—	$	1,397		$	5,689
Recognized in the statement of operations		—			11,228		372		(270	)		11,330
Recognized in equity		—			29,616		—		—			29,616
Exchange differences		—			773		6		26			805
At December 31, 2013	$	—		$	45,909	$	378	$	1,153		$	47,440

Deferred tax liabilities

	Intangibles			Other			Total
(in thousands)
At January 1, 2012	$	(319	)	$	—		$	(319	)
Recognized in the statement of operations		55			—			55
Exchange differences		(7	)		—			(7	)
At December 31, 2012	$	(271	)	$	—		$	(271	)
Recognized in the statement of operations		271			(17	)		254
At December 31, 2013	$	—		$	(17	)	$	(17	)

F-27

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

A deferred tax liability has not been recognized in respect of timing differences with regard to the undistributed profits in foreign subsidiaries of the Company of $354,304,000 (2012: $15,706,000). These timing differences are expected to reverse at 0% and the Company has control over the reversal of these timing differences.

16. Trade and other payables

	2012		2013
(in thousands)
Trade payables	$	4,984	$	22,876
Accrued employee expenses		10,329		73,195
Accrued marketing expenses		9,294		51,221
Social security and other indirect taxes		2,962		13,166
Liability relating to player balances		3,244		3,255
Other payables		1,135		8,394
Total trade and other payables	$	31,948	$	172,107

Liability relating to player balances is equal to the amount of cash held on behalf of customers (note 11).

At December 31, 2012 and 2013, approximately 74% and 60%, respectively, of total trade and other payables, was held in a currency other than the entities functional currency.

17. Provisions

	Restoration		Sales taxes		Total
(in thousands)
At January 1, 2013	$	—	$	—	$	—
Charged to the statement of operations:
– additional provision		1,255		15,513		16,768
Exchange differences		11		—		11
At December 31, 2013	$	1,266	$	15,513	$	16,779

Analysis of total provisions:

	2012		2013
(in thousands)
Current	$	—	$	15,513
Non-current		—		1,266
Total	$	—	$	16,779

Restoration

This provision is based on future expected restoration costs required to restore the Group’s leased buildings to their fair condition at the end on their respective lease terms.

The property lease expires in 2021. Contractual amounts are due to be incurred at the end of the lease term.

F-28

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

Sales Taxes

The Group has provided for sales taxes and associated penalties that may be due to different tax authorities. The provision has been calculated based on the Company’s assumptions with regard to the location of players, the development of case law, tax authority interpretation and the sales of product in the relevant territory.

18. Share capital

The total number of authorized shares by class is as follows:

	2011		2012		2013
A ordinary shares		894,870,000		894,870,000		894,870,000
B ordinary shares		19,784,000		19,784,000		19,784,000
C ordinary shares		9,475,000		9,475,000		9,475,000
D1 ordinary shares		8,771,635		10,013,317		63,526,370
D2 ordinary shares		6,128,547		6,128,547		12,257,095
D3 ordinary shares		—		—		23,239,122
E ordinary shares		8,524,000		8,524,000		8,524,000
Deferred ordinary shares		14,900,182		16,141,864		300,364,868
A preference shares		67,754,000		67,754,000		67,754,000
B preference shares		8,489,000		8,489,000		8,489,000
At December 31		1,038,696,364		1,041,179,728		1,408,283,455

The par value per share of all classes from 2011, 2012 and 2013 are $0.000197 (€0.000149).

Ordinary Shares

There are eight classes of ordinary shares authorized: A ordinary shares, B ordinary shares, C ordinary shares, E ordinary shares, D1 ordinary shares, D2 ordinary shares, D3 ordinary shares and Deferred ordinary shares.

Each class of ordinary shares has a nominal value of $0.000197 (€0.000149).

The following are the rights and privileges of the classes of ordinary shares:

Dividends

The holders of outstanding shares of our Class A, Class B and Class C ordinary shares are entitled to receive dividends out of funds legally available at the times and in the amounts that the Company’s board of directors may determine. No other classes of ordinary shares are entitled to receive dividends.

Voting Rights

Holders of A, B, C, D1, D2, D3 and E ordinary shares are entitled to one vote per share.

F-29

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

Liquidation

In the event of liquidation, dissolution or winding-up, whether voluntary or compulsory, the holders of then outstanding ordinary shares shall be entitled to distribution of assets after payments are made to A and B preference shareholders as described above. The holders of C ordinary shares, B ordinary shares will receive distributions third and fourth respectively. A ordinary shares, D1, D2 and D3 ordinary shares will receive distributions fifth. E ordinary shares will receive distribution of assets if the total realized equity value upon sale or dissolution exceeds $9.2 billion (€7.0 billion).

Preemptive or Similar Rights

Other than the issuance of shares to employees pursuant to the Employee Share Scheme described in note 19, any new shares will be offered for subscription to the holders of the shares, other than holders of E ordinary shares, in their respective proportional entitlements.

Conversion

Automatic conversion occurs for certain classes of ordinary shares immediately prior to a listing of shares on a public stock exchange or at the option of the holder upon a qualifying exit event, including asset sale, sale or liquidation. Each share of B and C ordinary shares is convertible into one A ordinary share.

D1, D2 and D3 ordinary shares will be automatically converted into ordinary shares upon the listing of shares on a public stock exchange or at the option of the holder upon a qualifying exit event in which the Company’s value immediately prior to the event if the exit price is greater than an established hurdle price per share.

• Where the exit price is equal to or less than the hurdle price, each D1, D2 and D3 ordinary share shall be converted into one deferred ordinary share.

• Where the exit price is greater than the hurdle price, each D1, D2 and D3 ordinary share shall be converted into A ordinary shares based on an agreed upon conversion formula.

A ordinary shares are not convertible into any other class of shares. In the event of a listing, E ordinary shares can be converted at the option of the holder into deferred ordinary shares.

Deferred Ordinary Shares

Deferred ordinary shares are non-voting and not entitled to a dividend. Any deferred ordinary shares created shall be automatically purchased by the Company for $0.00001 (£0.00001) per share and are then subsequently cancelled.

Convertible preference shares

The Group has two classes of preference shares, A preference shares and B preference shares. Each class of preference shares has a nominal value of $0.000197 (€0.000149) per share.

The following are the rights and privileges of the classes of preference shares:

Dividends

Preference shares are entitled to the dividend equal to those attributable to A ordinary shares as described above.

F-30

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

Voting Rights

Holders of preference shares are entitled to one vote per share. Further, the current A preference shareholders may appoint one director and for as long as they hold more than 9% of the outstanding A preference shares they may appoint two directors.

Liquidation

In the event of liquidation, dissolution or winding-up, whether voluntary or compulsory the holders of then outstanding preference shares shall be entitled, before any payment is made to holders of ordinary shares, to receive an amount equal to the established hurdle price per share.

Conversion

Automatic conversion occurs for all preference shares immediately prior to a listing of shares on a public stock exchange or at the option of the holder upon a qualifying exit event, including asset sale, sale or liquidation. Each preference share is convertible into one A ordinary share.

Pre-emptive or Similar Rights

Other than the issuance of shares to employees, pursuant to the Employee Share Scheme described in note 19, any new shares will be offered for subscription to the holders of the shares in their respective proportional entitlements. Preference shares are not redeemable.

Movement in share capital is as follows:

	Series A Preference				Series B Preference						A Ordinary shares						B Ordinary shares						C Ordinary shares
	Shares		$		Shares			$			Shares			$			Shares			$			Shares			$
At January 1, 2011		67,729,000		13,314		4,399,000			865			41,059,000			8,071			19,777,000			3,888			9,471,000			1,862
Issued		—		—		—			—			—			—			—			—			—			—
Shares repurchased		—		—		(697,000	)		(137	)		(14,107,000	)		(2,773	)		(10,284,000	)		(2,022	)		(8,079,000	)		(1,588	)
At December 31, 2011		67,729,000		13,314		3,702,000			728			26,952,000			5,298			9,493,000			1,866			1,392,000			274
Issued		—		—		—			—			—			—			—			—			—			—
At December 31, 2012		67,729,000		13,314		3,702,000			728			26,952,000			5,298			9,493,000			1,866			1,392,000			274
Issued		—		—		—			—			—			—			—			—			—			—
Shares cancelled		—		—		—			—			—			—			—			—			—			—
Shares forfeited		—		—		—			—			—			—			—			—			—			—
At December 31, 2013		67,729,000		13,314		3,702,000			728			26,952,000			5,298			9,493,000			1,866			1,392,000			274

	D Ordinary shares						D1 Ordinary shares						D2 Ordinary shares				E Ordinary shares				Deferred Ordinary shares
	Shares			$			Shares			$			Shares		$		Shares		$		Shares		$
At January 1, 2011		200			42			—			—			—		—		—		—		—		—
Issued		—			—			1,546,912			304			6,128,547		1,205		6,891,152		1,355		—		—
Shares repurchased		(200	)		(42	)		—			—			—		—		—		—		—		—
At December 31, 2011		—			—			1,546,912			304			6,128,547		1,205		6,891,152		1,355		—		—
Issued		—			—			3,201,803			629			—		—		—		—		—		—
At December 31, 2012		—			—			4,748,715			933			6,128,547		1,205		6,891,152		1,355		—		—
Issued		—			—			898,000			177			—		—		—		—		201,342,281		39,664
Shares cancelled		—			—			(160,000	)		(32	)		—		—		—		—		—		—
Shares forfeited		—			—			(1,037,329	)		(204	)		—		—		—		—		—		—
At December 31, 2013		—			—			4,449,386			874			6,128,547		1,205		6,891,152		1,355		201,342,281		39,664

F-31

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

Share repurchases

On June 23, 2011, the board of directors approved the repurchase of shares for total consideration, inclusive of fees, of $6,340,696 (€4,412,412) as shown in the table below:

	Shares		$ par value
A ordinary shares		14,107,000	$	2,773
B ordinary shares		10,284,000		2,022
C ordinary shares		8,079,000		1,588
B preference shares		697,000		137
D ordinary shares		200		42
Total		33,167,200	$	6,562

Following the repurchase, all shares were cancelled.

19. Share-based payments

The Company has granted equity-settled and cash-settled share-based awards.

The following table summarizes the methods used to measure fair value for each type of share-based award and the related vesting period over which the expense is recognized:

Type of Award	Vesting period	Fair Value Measure	Classification
D1 Share Options	Predominately over 4 year period, with a one year cliff, followed by quarterly vesting	Monte Carlo valuation model	Equity-settled
D1 Restricted Shares	Predominately over a four-year period with a one-year cliff, followed by quarterly vesting	Monte Carlo valuation model	Equity-settled
D2 Restricted Shares	Predominately over a four-year period with quarterly vesting	Monte Carlo valuation model	Equity-settled
Shadow Options	Upon completed of a qualifying exit event	Black-Scholes option pricing model	Equity-settled
Discretionary Bonus Units	50% upon initial public offering (IPO), 50% on first anniversary of IPO	Black-Scholes option pricing model	Cash-settled

F-32

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

D1 Share Options

During 2011, 2012 and 2013, the Company granted the following options to purchase D1 ordinary shares (D1 Share Options) to senior executives and selected employees.

	2011			2012			2013
At January 1,		4,948,000			3,411,923			2,960,995
Granted		3,411,923			1,315,768			5,199,500
Forfeited		(319,321	)		(253,125	)		(397,000	)
Exercised		—			—			(130,000	)
Cancelled		(4,628,679	)		(1,513,571	)		(11,500	)
At December 31,		3,411,923			2,960,995			7,621,995
Exercisable at December 31,		38,803			1,108,457			1,797,065

The aggregate intrinsic value of options exercised was $2,577,875 (€1,970,781) at an exercise price of $0.000197 (€0.000149) per share, for the year ended December 31, 2013.

The options expire ten years after their grant date. The weighted-average remaining contractual life of the share options outstanding is 9.26 years as of December 31, 2013. The Company has recognized a share-based payment expense for these awards of $38,815, $1,377,224 and $14,537,000 in 2011, 2012 and 2013 respectively.

The Company measures all share options at the fair value of the award on grant date using the Monte Carlo valuation model. The weighted-average fair value of all options granted for the years ended December 31, 2011, 2012 and 2013 was determined using the following principal assumptions:

	Year Ended December 31,
	2011			2012			2013
Weighted-average fair value ($)		0.07			1.83			26.19
Weighted average of key assumptions:
Share price ($)		0.25			1.91			39.99
Exercise price ($) (a)		0.000193			0.000197			18.61
Hurdle price ($) (b)		0.64795			0.65960			0.0013
Expected term, in years		2.79			3.99			5.65
Risk-free interest rates		0.61	%		0.33	%		1.66	%
Expected volatility		55	%		55	%		55	%
Dividend yield		0	%		0	%		0	%

(a) In 2011, 2012 and for the three months ended March 31, 2013, all D1 Share Options were granted at an exercise price equal to €0.000149.

(b) In 2011, 2012 and for the six months ended June 30, 2013, the hurdle price for D1 Share Options was €0.50023.

F-33

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

Restricted Shares

The Company awarded the following D1 ordinary restricted shares (D1 Restricted Shares) and D2 ordinary restricted shares (D2 Restricted Shares together with D1 Restricted Shares, the Restricted Shares) to senior executives and selected employees during 2011, 2012 and 2013.

	D1 Restricted Shares			D2 Restricted Shares
Granted		1,546,912			6,128,547
Vested		(567,027	)		(1,437,959	)
At December 31, 2011		979,885			4,690,588
Granted		3,488,303			—
Vested		(1,329,325	)		(1,678,089	)
At December 31, 2012		3,138,863			3,012,499
Granted		457,500			—
Cancelled		(134,500	)		—
Forfeited		(534,731	)		—
Vested		(975,065	)		(1,532,137	)
At December 31, 2013		1,952,067			1,480,362

The Restricted Shares are issued upon grant and contain claw-back provisions which lapse in accordance with the required service period. Service periods are generally 4 years with a one-year cliff and quarterly vesting thereafter. The Company recognizes the corresponding compensation expense of those awards, net of estimated forfeitures and has recognized a share-based payment expense for these awards of $241,530, $2,771,118 and $4,153,563 for D1 Restricted Shares and $1,264,910, $632,635 and $278,150 for D2 Restricted Shares in 2011, 2012 and 2013, respectively, based on the fair value of the shares at date of grant.

Restricted Shares only convert if the enterprise value of the company exceeds a pre-determined hurdle upon a qualifying exit event. If the hurdle is exceeded the value of the Restricted Shares is determined based on the share price at the date of grant. The Company determines the grant date fair value of the Restricted Shares on the grant date using the Monte Carlo valuation model. The weighted-average fair value of all Restricted Shares granted for the years ended December 31, 2011, 2012 and 2013 was determined using the following assumptions:

	Year Ended December 31,
	2011			2012			2013
Weighted-average fair value ($)		0.35			1.76			18.74
Weighted average of key assumptions:
Share price ($)		0.34			2.15			18.75
Subscription price (a)		0.000193			0.000197			4.773213
Hurdle price ($)
D1 Shares (b)		0.64895			0.65960			0.45555
D2 Shares (€0.36007 in 2011)		0.46712			—			—
Expected term, in years		2.38			3.15			3.44
Risk-free interest rates		0.19	%		0.26	%		0.17	%
Expected volatility		55	%		55	%		55	%
Dividend yield		0	%		0	%		0	%

F-34

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

(a) In 2011, 2012 and for the three months ended March 31, 2013, all Restricted Shares were granted at an subscription price equal to €0.000149.

(b) In 2011, 2012 and for the six months ended June 30, 2013, the hurdle price for D1 Restricted Shares was €0.50023.

Discretionary Bonus Units

DBUs are awards made to selected employees entitling them to the payment of a cash bonus in the event that the enterprise value of the company exceeds a predetermined hurdle at a qualifying exit event.

The per share price is determined by dividing the equity value, which is the enterprise value adjusted for free cash, at each reporting period by the fully diluted outstanding shares, excluding E ordinary shares in accordance with the terms of the DBU scheme, at the end of each period.

Fifty percent of the settlement value of the DBUs, as calculated on the date of the qualifying exit event, is payable on the date of the qualifying exit event, and the remaining fifty percent is payable on the first anniversary of the exit event, provided that the employee remains in employment on the relevant payment dates. The DBUs have no expiration date.

The Company awarded the following DBUs to selected employees during 2011:

	2011			2012			2013
At January 1,		—			1,283,540			1,229,927
Granted		1,301,397			—			—
Forfeited		(17,857	)		(53,613	)		(178,841	)
At December 31,		1,283,540			1,229,927			1,051,086

Total expense of $75,329, $4,836,843 and $36,026,734 were recorded in 2011, 2012 and 2013 respectively, including mark-to-market adjustments of $75,329, $4,556,502 and $34,062,891.

A liability is recorded with a corresponding charge to employee expenses for the fair value of the DBUs on the date of grant. The fair value is reassessed at the end of each reporting period with a mark-to-market adjustment made as required as and when the fair value changes.

The Company determines the fair value of DBUs using the Black-Scholes option-pricing model. The following table summarizes per unit the assumptions used in the valuation of DBUs granted in 2011, 2012 and 2013:

	Year Ended December 31,
	2011			2012			2013
Weighted-average fair value ($)		0.61			8.62			52.33
Weighted average of key assumptions:
Share price ($)		0.61			8.62			52.33
Expected term, in years		2.00			1.00			0.25
Risk-free interest rates		0.24	%		0.03	%		0.07	%
Expected volatility		55	%		55	%		55	%
Dividend yield		0	%		0	%		0	%
Hurdle ($ in millions) (€54.7 million)		73.4			70.9			74.4

F-35

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

Shadow Options

The Shadow Options vest upon an initial public offering or sale, the expected outcome and date of exit is estimated by management on the date of grant. A maximum number of Shadow Options are awarded to employees, and the number of share options expected to vest upon exit is determined based on the estimated exit date and the following schedule: 25% of the maximum awarded will be considered after one year and the remainder thereafter in equal quarterly instalments over three years.

No additional vesting occurs after the initial public offering or company sale. Shadow options have a maximum term of 10 years. The Company has recognized the Shadow Options as an equity-settled share-based plan as probability of a cash settlement is not considered to be probable. The weighted-average remaining contractual life of the share options outstanding is 0.25 years as of December 31, 2013.

The Company recognized a share-based payment expense for these awards of $293,810 as of December 31, 2013 based on the fair value of the shares at date of grant.

The Company awarded the following Shadow Options to selected employees during the year:

	2013
At January 1,		—
Granted		89,500
At December 31,		89,500

The Company determines the fair value of Shadow Options using the Black-Scholes option-pricing model. The following table summarizes per unit the assumptions used in the valuation of Shadow Options granted as at December 31, 2013:

	Year Ended December 31, 2013
Weighted-average fair value ($)		10.37
Weighted average of key assumptions:
Share price ($)		11.52
Exercise price ($) (€0.000149)		0.000197
Expected term, in years		0.92
Risk-free interest rates		0.16	%
Expected volatility		55	%
Dividend yield		0	%

The share-based payments expense included in the consolidated statements of operations is allocated as follows:

	Year Ended December 31,
	2011		2012		2013
(in thousands)
Cost of revenue		$—		$635	$	3,410
Research and development		784		5,299		40,781
Sales and marketing		67		2,006		1,212
General and administrative		770		1,678		9,886
Total share-based payments		$1,621		$9,618	$	55,289

F-36

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

E Ordinary Shares

As at November 15, 2011 the Company awarded 6,891,152 E ordinary shares with a nominal value of $0.000197 (€0.000149) to a company executive in exchange for services provided. E ordinary shares are only convertible to ‘A’ ordinary shares upon sale of the company for an enterprise value $9.2 billion (€7.0 billion) and do not convert upon IPO. The award was valued using the Monte-Carlo valuation model with an expected term of 2.1 years (December 31, 2013) and expected volatility of 55%. As a result of the valuation, the grant date fair value of the E ordinary shares upon grant is $nil, therefore no payments expense was recorded.

20. Commitments

The Group leases various offices under non-cancellable operating lease agreements. The lease terms are between five months and seven years and the majority are renewable at the end of the lease period.

As at December 31, 2013, the aggregate minimum lease payments under non-cancellable operating leases are as follows:

	2012		2013
(in thousands)
Operating lease payable:
Within one year	$	1,440	$	6,971
Later than one year and not later than five years		2,220		29,900
Later than five years		—		7,868
Total commitments	$	3,660	$	44,739

21. Related party transactions

All companies forming part of the Group are considered to be related parties as these companies are ultimately owned by Midasplayer International Holding Company p.l.c. The Group’s largest shareholder is Apax WW Nominees Ltd. and its affiliates, advised by Apax Partners, a private equity firm affiliated with Roy Mackenzie, a member of the board of directors. The remaining shares are widely held.

The following transactions were carried out with related parties:

(a) Key management personnel remuneration

Compensation paid or payable to key management personnel for services rendered during the year is shown below:

	2011		2012		2013
(in thousands)
Short-term employee benefits	$	1,343	$	1,387	$	20,754
Share-based payments		1,312		701		9,393
Post-employment benefits		103		112		116
Total	$	2,758	$	2,200	$	30,263

(b) Interests in the Company

All directors of the Company held equity interests in the Group.

F-37

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

(c) Loan Agreements

In June, 2013, the Company entered into a loan facility agreement with Stephane Kurgan, the Chief Operating Officer and Director of the Company, for $0.9 million (£0.6 million). The interest rate was 4.0% per year and the terms of the loan facility was determined through arm’s length negotiations among the parties. The loan was subsequently repaid on October 28, 2013.

(d) Repurchase of shares

In 2011, the Company entered into share repurchase agreements with Toby Rowland, former chief executive officer of the Company and Klaus Hommels, former director of the Company, for the repurchase of an aggregate of 14,107,000 A ordinary shares and 2,000,000 of C ordinary shares from Mr. Rowland and an aggregate 697,000 of B preference shares, 10,284,000 B ordinary shares and 6,079,000 C ordinary shares from Mr. Hommels. The repurchases were completed on June 23, 2011 for an aggregate purchase price of $6.3 million (€4.4 million). Following the repurchases, both parties ceased to be shareholders.

(e) Purchases of services

During 2011, 2012 and 2013, the Company bought consulting services and a software license from a company affiliated with S. Knutsson, the Chief Creative Officer and a member of the board of directors.

During 2013, the Company has accrued for a bonus payment, in exchange for advisory services rendered within the year, with an advisor to Apax Partners LLP, an entity associated with Apax WW Nominees Ltd. and its affiliates and an entity affiliated with Roy Mackenzie, a member of the board of directors.

(i) The purchase of services from related parties during the years ending December 31, 2011, 2012 and 2013 are shown below:

	2011		2012		2013
(in thousands)
Entity related to key management personnel		$   431		$   367		$1,038
Total		$   431		$   367		$1,038

(ii) Balances arising from the purchase of services from related parties as of December 31, 2011, 2012 and 2013 are shown below:

	2011		2012		2013
(in thousands)
Entity related to key management personnel	$	—	$	21	$	294
Total	$	—	$	21	$	294

F-38

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

22. Principal subsidiaries

The Company’s principal subsidiaries as at the end of December 31, 2013 are as follows:

Company	Country of registration/ incorporation	Proportion of shares held by the parent			Proportion of shares held by the group			Nature of business
Midasplayer Malta Holding Company Limited	Malta					100	%	Holding Company
King.com Limited	Malta					100	%	Social & Mobile Gaming
King Digital Malta Intermediate Limited *	Malta		100	%				Holding Company
Midasplayer.com Limited	England and Wales					100	%	Online Games
Midasplayer AB	Sweden					100	%	Research & Development
Midasplayer Vertriebs GmbH	Germany					100	%	Sales & Marketing
King.com Inc	USA					100	%	Sales & Marketing
Digital Jester Limited	England and Wales					100	%	Research & Development
King Games Studio S.L.	Spain					100	%	Research & Development
King Mobile AB	Sweden					100	%	Dormant
Midasplayer (Skills) Limited (UK) *	England and Wales					100	%	Online Games
King Shared Services S.L. *	Spain					100	%	Shared Services
King Games Studio (Bucharest) SRL *	Romania					100	%	Research & Development
King Japan Co. Ltd *	Japan					100	%	Sales & Marketing
King.com Payments Inc *	USA					100	%	Payments Services

* new entity incorporated during the 2013 year.

The percentage of the issued capital held by the Group is equivalent to the percentage of voting rights held. The Group holds the whole of all classes of issued share capital.

On October 23, 2013, Midasplayer International Holding Company p.l.c. transferred all its shares in Midasplayer Malta Holding Company Limited and King.com Limited to King Digital Malta Intermediate Limited which is a limited company, domiciled and incorporated in Malta. This transfer was made at a consideration in excess of the carrying amount of the subsidiaries at the date of transfer.

23. Dividends per share

An interim dividend of $2.624 per share, amounting to a total dividend of $286.7 million, was declared by the board of directors on October 21, 2013 and paid on October 24, 2013.

24. Pro forma information (unaudited)

The pro forma consolidated statement of financial position as of December 31, 2013 has been presented to show the Company’s financial condition to reflect dividends paid to shareholders on February 6, 2014 of $217.1 million, as if all the dividends had been paid on December 31, 2013. The total dividend has decreased cash and cash equivalents and reduced retained earnings by $217.1 million.

25. Events after the end of the reporting period

Dividends

An interim dividend of $1.987 per share, amounting to a total dividend of $217.1 million, was declared by the board of directors on January 31, 2014 and paid on February 6, 2014.

F-39

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011, 2012 and 2013

E ordinary shares

On January 31, 2014, the Company repurchased 6,891,152 E ordinary shares held by Stephane Kurgan, the Chief Operating Officer and a Director of the Company, in exchange for an aggregate repurchase price of $1.2 million and 2,968,872 D1 Share Options, linked to D3 Restricted Shares. D3 Restricted Shares, which is a new class of shares in 2014 will convert into ordinary shares based on a pre-determined formula, which considers the value of an initial public offering and hurdle.

F-40

                                      shares

Ordinary Shares

J.P. Morgan	Credit Suisse	BofA Merrill Lynch
Barclays	Deutsche Bank	RBC Capital Markets
BMO Capital Markets	Cowen and Company	Pacific Crest Securities
Piper Jaffray	Stifel	Wedbush Securities
	Raine Securities LLC

                    , 2014

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers

To the fullest extent permitted by Irish law, our articles of association confer an indemnity on our directors and officers. However, this indemnity is limited by the Irish Companies Acts, which prescribe that an advance commitment to indemnify only permits a company to pay the costs or discharge the liability of a director or corporate secretary where judgment is given in favor of the director or corporate secretary in any civil or criminal action in respect of such costs or liability, where he is acquitted or where an Irish court grants relief because the director or corporate secretary acted honestly and reasonably and ought fairly to be excused. Any provision whereby an Irish company seeks to commit in advance to indemnify its directors or corporate secretary over and above the limitations imposed by the Irish Companies Acts will be void under Irish law, whether contained in its articles of association or any contract between the company and the director or corporate secretary. This restriction does not apply to our executives who are not directors, the corporate secretary or other persons who would be considered “officers” within the meaning of that term under the Irish Companies Acts.

Our Articles also contain indemnification and expense advancement provisions for persons who are not directors or our corporate secretary.

We are permitted under our Articles and the Irish Companies Acts to take out directors’ and officers’ liability insurance, as well as other types of insurance, for our directors, officers, employees and agents.

Additionally, through our wholly-owned subsidiary, King.com Inc., we intend to enter into agreements to indemnify our directors and officers to the maximum extent allowed under Delaware law. These agreements, among other things, provide that we will indemnify our directors for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on our behalf or that person’s status as our director.

Item 7. Recent Issuances of Unregistered Securities.

Since February 18, 2011, we have made the following sales of unregistered securities:

D1 Ordinary Share Issuances

• From February 18, 2011 through February 18, 2014, we granted to our directors, officers, employees, consultants and other service providers share options to purchase an aggregate of 13,033,363 D1 ordinary shares with a per share weighted-average exercise price of €18.581.

• From February 18, 2011 through February 18, 2014, we issued to our directors, officers, employees, consultants and other service providers an aggregate of 130,000 D1 ordinary shares at a per share purchase price of €0.000149 pursuant to exercises of share options.

• From February 18, 2011 through February 18, 2014, we granted to our directors, officers, employees, consultants and other service providers shadow options to purchase an aggregate of 89,500 ordinary shares all with a per share exercise price of €0.000149.

• From February 18, 2011 through February 18, 2014, we issued to our directors, officers, employees, consultants and other service providers an aggregate of 5,720,715 D1 ordinary shares at a per share weighted-average purchase price of €0.281 pursuant to purchases of restricted shares.

D2 Ordinary Share Issuances

• On December 6, 2011 and December 30, 2011, we issued an aggregate of 6,128,547 D2 ordinary shares at a per share purchase price of €0.000149 to three of our directors and executive officers.

D3 Ordinary Share Issuances

• On January 31, 2014, we issued to our directors, officers and employees an aggregate of 4,342,232 D3 ordinary shares at a per share purchase price of €0.506.

II-1

E Ordinary Share Issuances

• On December 6, 2011, we issued 6,891,152 E ordinary shares at a per share purchase price of €0.000149 to an executive officer.

• On November 15, 2013, we issued 201,342,281 deferred shares at a per share purchase price of €0.000149 to an executive officer.

The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the share certificates issued in these transactions.

Item 8. Exhibits and Financial Statement Schedules.

(a) The Exhibit Index is hereby incorporated herein by reference.

(b) Financial Statement Schedules.

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on February 18, 2014.

KING DIGITAL ENTERTAINMENT PLC
By:	/S/    RICCARDO ZACCONI
	Name: Riccardo Zacconi Title: Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Riccardo Zacconi, Stephane Kurgan and Robert Miller, and each of them, as attorney-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of ordinary shares of the registrant, or the Shares, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-1, or the Registration Statement, to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/S/    RICCARDO ZACCONI         Riccardo Zacconi	Director and Chief Executive Officer (Principal Executive Officer)	February 18, 2014
/S/    HOPE COCHRAN         Hope Cochran	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	February 18, 2014
/S/    JOHN SEBASTIAN KNUTSSON         John Sebastian Knutsson	Director and Chief Creative Officer	February 18, 2014
/S/    STEPHANE KURGAN         Stephane Kurgan	Director and Chief Operating Officer	February 18, 2014

II-3

/S/    MELVYN MORRIS         Melvyn Morris	Director	February 18, 2014
/S/    ROY MACKENZIE         Roy Mackenzie	Director	February 18, 2014
/S/    GERHARD FLORIN         Gerhard Florin	Director	February 18, 2014
/S/    ROBERT S. COHN         Robert S. Cohn	Director	February 18, 2014
/S/    E. STANTON MCKEE, JR.         E. Stanton McKee, Jr.	Director	February 18, 2014

	KING.COM INC.	Authorized Representative in the United States
By:	/S/    RICCARDO ZACCONI	February 18, 2014
	Name: Riccardo Zacconi
	Title:   Chief Executive Officer

II-4

EXHIBIT INDEX

Exhibit No.	Description
1.01*	Form of Underwriting Agreement.
3.01	Memorandum and Articles of Association of the Registrant as in effect prior to this offering.
3.02*	Amended and Restated Memorandum and Articles of Association of the Registrant to be effective prior to the completion of this offering.
4.01	Form of Registrant’s ordinary share certificate.
4.02*	Registration Rights Agreement, dated                     , 2014 between the Registrant and shareholders party thereto.
5.01*	Form of Opinion of William Fry.
8.01*	Form of Tax Opinion of William Fry (included in Exhibit 5.01).
8.02*	Form of Tax Opinion of Fenwick & West LLP.
10.01	Lease between Central Saint Giles Limited Partnership, Specific Media UK Limited and Interactive Media Holdings Inc., dated December 31, 2010, and Agreement for Assignment of Lease between Midasplayer.com Limited and Specific Media UK Limited, dated May 31, 2013.
10.02	Lease Agreements between Midasplayer AB and GE Real Estate Storstad AB, dated February 23, 2012 and between Midasplayer AB and Atrium Ljungberg St: Eriksgatan AB, dated February 26, 2013.
10.03	Services Agreement between Midasplayer AB and InterXion Sverige AB, dated August 15, 2008.
10.04*	Form of Indemnification Agreement entered into between King.com Inc. and its officers and directors.
10.05*	Service Agreement between Midasplayer.com Limited and Riccardo Zacconi, dated                     , 2014.
10.06*	Service Agreement between Midasplayer AB and Sebastian Knutsson, dated                 , 2014.
10.07*	Service Agreement between Midasplayer.com Limited and Stephane Kurgan, dated                     , 2014.
10.08*	Service Agreement between Midasplayer.com Limited and Robert Miller, dated                     , 2014.
10.09	Consultancy Agreement between Midasplayer AB and Joshsthlm AB, dated January 7, 2013.
10.10	Registered Apple Developer Agreement.
10.11	Google Play Developer Distribution Agreement, Developer Program Policies, and Brand Guidelines.
10.12	Facebook Platform Policies, Statement of Rights and Responsibilities, Developer Payment Terms Advertising Guidelines, and Brand Resource Guidelines.
10.13	Midasplayer International Holding Company Limited 2012 Share Incentive Plan (for United States Services Providers) and form of subscription agreement thereunder.
10.14	Forms of non-U.S. equity-settled award agreements.
10.15	Form of Discretionary Bonus Unit award letter.
10.16*	2014 Equity Incentive Plan and forms of agreement thereunder.
10.17	ABL Credit Agreement between Midasplayer International Holding Company Limited, King.com Limited, Midasplayer Vertriebs GmbH, JP Morgan Chase Bank, N.A. and the lenders from time to time party thereto, dated October 7, 2013.
10.18	Lease Agreement between Midasplayer AB and Diligentia Fyrkanten AB, dated June 12, 2013, and Addendums No. 1 and No. 2 to the Lease Agreement with Diligentia Fyrkanten AB, dated November 5, 2013.
10.19*	Service Agreement between Midasplayer.com Limited and Hope Cochran, dated                     , 2014.
10.20	Description of Management Services Arrangement between Midasplayer.com Ltd and Apax Partners LLP.
10.21	License Agreement between Midasplayer AB and Joshsthlm AB, dated October 28, 2011.
21.01	Subsidiaries of the Registrant.
23.01	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.02*	Form of Consent of Fenwick & West LLP (included in Exhibit 8.02).
23.03*	Form of Consent of William Fry, Solicitors (included in Exhibit 5.01).
24.01	Powers of Attorney (included on signature page).

* To be filed by amendment.

II-5

EX-3.01

Exhibit 3.01

COMPANIES ACTS, 1963 to 2012

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

KING DIGITAL ENTERTAINMENT

PUBLIC LIMITED COMPANY

WILLIAM FRY

Solicitors

Fitzwilton House

Wilton Place

Dublin 2

COMPANIES ACTS, 1963 to 2012

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

KING DIGITAL ENTERTAINMENT

PUBLIC LIMITED COMPANY

1. The name of the Company is King Digital Entertainment Public Limited Company.

2. The Company is to be a public limited company.

3. The objects for which the Company is established are:-

(a) To carry on the business of a holding company, owning, holding and managing assets of any kind, movable or immovable, including shares, stock, bonds and debentures and other types of investments in other partnerships and entities.

(b) To appoint and act through any agents, administrators, managers, contractors or delegates in any part of the world in connection with the undertaking and business of the Company on such terms and subject to such conditions as the Directors of the Company think fit.

(c) To acquire shares, stocks, debentures, debenture stock, bonds, obligations or securities either by original subscription, tender, purchase, exchange or otherwise, and to subscribe for the same either conditionally or otherwise, to guarantee or underwrite the subscription thereof, and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof.

(d) To purchase or otherwise acquire and undertake all or any part of the business, property and liabilities of any company, society, partnership or person, carrying on any business which the Company is authorised to carry on, or of a character similar or auxiliary or ancillary thereto, or connected therewith, or possessed of any property suitable for, any of the purposes of the Company and to conduct or carry on, or liquidate and wind up, any such business.

(e) To borrow or raise or secure the payment of money in such manner as the Company shall think fit and for such purposes or any other purposes to issue debentures or debenture stock (perpetual or otherwise), charged upon all or any of the property and rights of the Company, both present and future, including its uncalled capital, or without any such security, and to purchase, redeem or pay off any such securities.

(f) To advance and lend money and provide or grant credit and financial accommodation to any person, body of persons or body corporate on such terms and upon such security as may be thought proper by the Directors of the Company, or without taking any security therefor and to act as agents for the collection, receipt or payment of money and generally to act as agents and brokers for and render services to any company and to undertake and perform sub-contracts.

(g) To engage in currency and interest rate transactions and any other financial or other transactions of whatever nature, including any transaction for the purpose of, or capable of being for the purposes of, avoiding, reducing, minimising, hedging against or otherwise managing the risk of any loss, cost, expense or liability arising, or which may

2

arise, directly or indirectly, from a change or changes in any interest rate or currency exchange rate or in the price or value of any property, asset, commodity, index or liability or from any other risk or factor affecting the Company’s undertaking and business, including but not limited to, dealings, whether involving purchases, sales or otherwise in any currency, spot and forward exchange rate contracts, forward rate agreements, caps, floors and collars, futures, options, swaps and any other currency interest rate and other hedging arrangements and such other instruments as are similar to, or derivatives of, any of the foregoing.

(h) To purchase or by any other means acquire any freehold, leasehold or other property for any estate or interest whatever, and any rights, privileges or easement over or in respect of any property, and any real or personal property or rights whatsoever.

(i) To invest and deal with the moneys of the Company not immediately required for use by the Company and to hold, sell or deal with such investments and to carry on the business of an investment company and to open and maintain bank accounts (whether or not bearing interest), in such manner as from time to time may be determined by the Directors of the Company.

(j) To issue and allot securities of the Company for cash or in payment or part payment for any real or personal property purchased or otherwise acquired by the Company or any services rendered to the Company or as security for any obligation or amount (even if less than the nominal amount of such securities) or for any other purpose.

(k) To purchase and maintain insurance for the benefit of any person who is an officer or employee or former officer or employee of the Company or of a subsidiary of the Company or in which the Company has an interest whether direct or indirect or who is or was trustee of any retirement benefits scheme or any other trust in which any such officer or employee or former officer or employee is or has been interested, indemnifying such person against liability for negligence, default, breach of duty or breach of trust or any other liabilities which may lawfully be insured against.

(l) To establish and maintain, and to contribute to, any scheme for encouraging or facilitating the holding of shares, debentures, notes, bonds or other securities in the Company by or for the benefit of such persons as may for the time being be permitted by law.

(m) To purchase and maintain insurance in respect of the payment of interest and/or capital on any notes, bonds or debentures issued by the Company for the benefit of such persons as may for the time being hold any such notes, bonds or debentures.

(n) To guarantee and otherwise support the payment of any debts or the performance of any contract or obligation of any person, body of persons, body corporate or undertaking insofar as not prohibited by applicable law with or without consideration to the company and to give indemnities of all kinds and to secure any such guarantee, support and indemnity in any manner and including, without limitation, by the creation of charges or mortgages (whether legal or equitable) or floating charges or the issue of debentures or charges upon all or any of the property and rights of the Company both present and future, including its goodwill and uncalled capital.

(o) To draw, make, accept, endorse, discount, negotiate, create, execute, issue and deal in bills of exchange, promissory notes, bills of lading and other instruments and securities, whether negotiable or not.

(p) To adopt such means of making known the business and products of the Company as may seem expedient.

(q) To remunerate by cash payment or allotment of shares or securities of the Company credited as fully paid-up or otherwise, any person, body of persons or body corporate for services rendered or to be rendered to the Company, whether in the conduct or

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management of its business, or in placing or assisting to place or guaranteeing the placing of any of the shares in the Company’s capital or any debentures or other securities of the Company, or in or about the formation or promotion of the Company.

(r) To give remuneration or other compensation or reward for services rendered or to be rendered in placing or procuring subscriptions of, or otherwise assisting in the issue of any securities of the Company or in or about the formation of the Company or the conduct or course of its business and undertaking.

(s) To enter into and carry into effect any arrangement for joint working in business, or for sharing of profits, or for amalgamation, with any other company or association, or any partnership or person, carrying on any business or proposing to carry on any business within the objects of the Company.

(t) To obtain any provisional order or Act of the Oireachtas or Charter for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company’s constitution, or for any other purpose which may seem expedient, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.

(u) To pay all the costs, charges and expenses preliminary or incidental to the promotion, formation, establishment and incorporation of the Company, and to procure the registration or incorporation of the Company in or under the laws of any place outside the State.

(v) To enter into any arrangement with any government or authority or person that may seem conducive to the Company’s objects or any of them, and to obtain from any such government, authority or person, any legislation, orders, rights, privileges, franchises and concessions which the Directors of the Company may think it desirable to obtain and to carry out, and to exercise and comply with the same.

(w) To procure the Company to be registered or recognised in any part of the world.

(x) To sell, improve, manage, develop, exchange, lease, hire, mortgage, dispose of, turn to account or otherwise deal with all or any part of the undertaking, property and rights of the Company.

(y) To support, subscribe or contribute to any charitable or public object or any institution, society or club which may be for the benefit of the Company or its Directors, officers or employees or the Directors, officers and employees of its predecessors in business or of any subsidiary, allied or associated company, or which may be connected with any town or place where the Company carries on business and to subsidise or assist any association of employers or employees or any trade association.

(z) To amalgamate or enter into partnership or any profit-sharing arrangement with, and co-operate or participate in any way with or to take over or assume any obligation of, or to assist or subsidise, any person.

(aa) To sell, exchange, mortgage, charge, let, grant, licences, easements, options, servitudes and other rights over, and in any other manner deal with or dispose of, all or any part of the undertaking, property and assets (present and future) of the Company for any consideration.

(bb) To distribute in specie, in kind or otherwise as may be resolved, any assets of the Company among its members.

(cc) To establish, grant and take up agencies in any part of the world, and do all such other things as the Company may deem conducive to the carrying on of the Company’s business, either as principals or agents and to remunerate any persons in connection with the establishment or granting of such agencies upon such terms and conditions as the Company may think fit.

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(dd) To cease carrying on or wind up any business or activity of the Company and to cancel any registration of and to wind up or procure the dissolution of the Company in any state or territory.

(ee) To do all or any of the matters hereby authorised in any part of the world and either alone or in conjunction with, or as contractors, factors, trustees or agents for, any other company or person, or by or through any factors, trustees or agents and generally to do all such other things as may appear to be incidental or conducive to the attainment of the above objects or any of them.

(ff) To carry on all of the said businesses or any one or more of them as a distinct or separate business of the Company, to carry on any other business which may seem to the Directors of the Company capable of being conveniently carried on or done in connection with the above, or any one of the above or calculated directly or indirectly to enhance the value of or render more profitable any of the Company’s undertaking, property, assets or otherwise to advance the interests of the Company or of its members.

And generally to do all such other things as may appear to be incidental or conducive to the attainment of the said objects or any of them.

And it is hereby declared that in the interpretation of these presents, the meaning of any of the Company’s objects shall not be restricted by reference to any other object, or by the juxtaposition of two or more objects, and that, in the event of any ambiguity, this Clause shall be construed in such a way as to widen, and not to restrict, the powers of the Company.

4. The liability of the members is limited.

5. The share capital of the Company is €40,000 divided into 40,000 Ordinary Shares of €1.00 each.

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We, the several persons whose names, and addresses are subscribed, wish to be formed into a Company in pursuance of this Memorandum of Association, and we agree the number of shares in the capital of the Company set opposite our respective names.

Names, Addresses and Descriptions of Subscribers	Number of Shares taken by each Subscriber
/s/ [illegible]	Five Thousand
For and on behalf of	Five Thousand
Cumberland Corporate Services Limited

First Floor, Fitzwilton House,

Wilton Place, Dublin 2

Corporate Entity

/s/ [illegible]	Five Thousand
For and on behalf of	Five Thousand
Lower Mount Limited

First Floor, Fitzwilton House,

Wilton Place, Dublin 2

Corporate Entity

/s/ [illegible]	Five Thousand
For and on behalf of	Five Thousand
Lower Mount Services Limited

First Floor, Fitzwilton House,

Wilton Place, Dublin 2

Corporate Entity

/s/ [illegible]	Five Thousand
For and on behalf of	Five Thousand
Wilton Secretarial Limited

First Floor, Fitzwilton House,

Wilton Place, Dublin 2

Corporate Entity

/s/ [illegible]	Six Thousand Five Hundred
For and on behalf of	Six Thousand Five Hundred
Wm. Fry & Sons Limited

First Floor, Fitzwilton House,

Wilton Place, Dublin 2

Corporate Entity

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/s/ [illegible]	Six Thousand Five Hundred
For and on behalf of WMF Services Limited	Six Thousand Five Hundred

First Floor, Fitzwilton House, Wilton Place, Dublin 2
Corporate Entity
/s/ [illegible]	Seven Thousand
For and on behalf of William Fry Limited	Seven Thousand

First Floor, Fitzwilton House,

Wilton Place, Dublin 2

Corporate Entity

Dated this 28^th day of June 2013.

Witness to the above signatures:-

Name:- Deirdre Mooney

Address:- c/o Fitzwilton House, Wilton Place, D.2.

Occupation:- Chartered Secretary

Signature:- /s/ D Mooney

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COMPANIES ACTS, 1963 to 2012

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

KING DIGITAL ENTERTAINMENT

PUBLIC LIMITED COMPANY

WILLIAM FRY

Solicitors

Fitzwilton House

Wilton Place

Dublin 2

COMPANIES ACTS, 1963 to 2012

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

KING DIGITAL ENTERTAINMENT

PUBLIC LIMITED COMPANY

PRELIMINARY

1. Interpretation

(a) The Regulations contained in Table A in the First Schedule to the Companies Act, 1963, shall not apply to the Company.

(b) In these Articles the following expressions shall have following meanings:

“1963 Act”, the Companies Act, 1963.

“1983 Act”, the Companies (Amendment) Act, 1983.

“1990 Act”, the Companies Act, 1990.

“Acts”, the Companies Acts, 1963 to 2012 including any statutory modification or re-enactment thereof for the time being in force.

“Articles”, these Articles of Association as from time to time altered by resolution of the Company.

“Auditors”, the auditors for the time being of Company.

“Clear days”, in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.

“Directors”, the Directors for the time being of the Company (or any of them acting as the board of Directors of the Company).

“Holder”, in relation to any Share the member whose name is entered in the Register as the holder of the Share.

“Office”, the registered office for the time being of the Company.

“Ordinary Shares”, means the Ordinary Shares of €1.00 in the capital of the Company.

“Ordinary Shareholder”, means the Holder of any Ordinary Shares in the capital of the Company for the time being.

“Register”, the register of members to be kept as required by the Acts.

“Seal”, the common seal of the Company or (where relevant) the official securities seal kept by the Company pursuant to the Acts.

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“Secretary”, any person appointed to perform the duties of the Secretary of the Company, including an assistant or deputy secretary.

“Share”, means an Ordinary Share.

“State”, the Republic of Ireland.

(c) Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and any other modes of representing or reproducing words in a visible form. The expression “executed” shall include any mode of execution whether under seal or under hand.

(d) Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Acts but excluding any statutory modification thereof not in force when these Articles become binding on the Company.

(e) References to Articles are to Articles of these Articles. The headings and captions included in these Articles are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of these Articles.

SHARE CAPITAL AND RIGHTS

2. Share Capital

(a) The share capital of the Company is €40,000 divided into 40,000 Ordinary Shares of €1.00 each.

(b) The Shares shall rank pari passu in all respects and with the same rights and obligations attaching thereto including for the avoidance of doubt the same rights with respect to dividends on shares. Without prejudice to any special rights conferred on the Holders of any existing shares or class of shares in the Company and subject to the provisions of the Acts, any share may be issued with such preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Company may from time to time by ordinary resolution determine and subject to the applicable provisions of the 1990 Act, the Company may issue shares which are, or at the option of the Company are, to be liable to be redeemed on such terms and in such manner as the Company before the issue thereof may by special resolution determine.

3. Variation of Rights

(a) Whenever the share capital is divided into different classes of shares, the rights attached to any class may be varied or abrogated with the consent in writing of the Holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the Holders of the shares of the class and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up. Except provided in respect of an adjourned meeting, the quorum for any such general meeting shall be the Holders of not less than one-third of the issued shares of the class in question.

(b) Unless otherwise provided by the rights attached to any shares, those rights shall be deemed to be varied by the reduction of the capital paid up on the shares and by the allotment of further shares ranking in priority for payment of a dividend or in respect of capital or which confer on the Holders voting rights more favourable than those conferred by such first mentioned shares, but shall not otherwise be deemed to be varied by the creation or issue of further shares or by as purchase or redemption by the company of its own shares.

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(c) Without prejudice to paragraph (a) above, any change in the rights to dividends attaching to any class of shares shall be deemed to be a variation or abrogation of those rights for the purposes of paragraph (a).

4. Trusts Not Recognised

Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provide) any other rights in respect of any share except an absolute right to the entirety thereof in the Holder: this shall not preclude the Company from requiring the members or a transferee of shares to furnish the Company with information as to the beneficial ownership of any share when such information is reasonably required by the Company.

5. Disclosure of Beneficial Ownership

(a) Notwithstanding the provisions of the immediately preceding Article, the Directors may at any time and from time to time if, in their absolute discretion, they consider it to be in the interests of the Company to do so, give a notice to the Holder or Holders, of any share (or any of them) requiring such Holder or Holders to notify the Company in writing within such period as may be specified in such notice (which shall not be less than twenty-eight days from the date of service of such notice) of full and accurate particulars of all or any of the following matters, namely:

(i) his interest in such share;

(ii) if his interest in the share does not consist of the entire beneficial interest in it, the interests of all persons having any beneficial interest in the share (provided that one joint Holder of a share shall not be obliged to give particulars of interests of persons in the share which arise only through another joint Holder); and

(iii) any arrangements (whether legally binding or not) entered into by him or any person having any beneficial interest in the share whereby it has been agreed or undertaken or the Holder of such share can be required to transfer the share or any interest therein to any person (other than a joint Holder of the share) or to act in relation to any meeting of the Company or of any class of shares of the Company in a particular way or in accordance with the wishes or directions of any other person (other than a person who is a joint Holder of such share).

(b) If, pursuant to any notice given under paragraph (a), the person stated to own any beneficial interest in a share or the person in favour of whom any Holder (or other person having any beneficial interest in the share) has entered into any arrangements referred to in sub-paragraph (a) (iii) is a body corporate, trust, society or any other legal entity or association of individuals and/or entities, the Directors may at any time and from time to time if, in their absolute discretion, they consider it to be in the best interests of the Company to do so, give a notice to the Holder or Holders of such share (or any of them) requiring such Holder or Holders to notify the Company in writing within such period as may be specified in such notice (which shall not be less than twenty eight days from the date of service of such notice) of full and accurate particulars of the names and addresses of the individuals who control (whether directly or indirectly and through any number of vehicles or arrangements) the beneficial ownership of all the shares or other measure of ownership of such body corporate, trust, society, interests, units or other entity or association wherever the same shall be incorporated, registered or domiciled or wherever such individuals shall reside provided that if at any stage of such chain of ownership the beneficial interest in any share shall be established to the satisfaction of the Directors to be in the ownership of any body corporate which is listed or quoted on any bone fide stock exchange, unlisted securities market or over-the-counter securities market, it shall not be necessary to disclose details of the individuals ultimately controlling the beneficial interests in the shares of such body corporate.

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(c) The Directors may, if they think fit, give notices under paragraphs (a) and (b) at the same time on the basis that the notice given pursuant to paragraph (b) shall be contingent upon disclosure of certain facts pursuant to a notice given pursuant to paragraph (a).

(d) The Directors may (before or after receipt of any written particulars under this Article) require any such particulars to be verified by statutory declaration.

(e) The Directors may serve any notice pursuant to the terms of this Article irrespective of whether or not the Holder on whom it shall be served may be dead, bankrupt, insolvent or otherwise incapacitated and no such incapacity or any unavailability of information or inconvenience or hardship in obtaining the same shall be a satisfactory reason for failure to comply with any such notice provided that if the Directors in their absolute discretion think fit, they may waive compliance in whole or in part with any notice given under this Article in respect of a share in any case of bona fide unavailability of information or genuine hardship or where they otherwise think fit but no such waiver shall in any way prejudice or affect any compliance not so waived whether by the Holder concerned or any other joint Holder of the share or by any person to whom a notice may be given at any time.

(f) For the purpose of establishing whether or not the terms of any notice served under this Article shall have been complied with the decision of the Directors in this regard shall be final and conclusive and shall bind all persons interested.

6. Allotment of Shares

(a) The shares shall be at the disposal of the Directors, and they may (subject to the provisions of the Acts) allot, grant options over or otherwise dispose of them to such persons on such terms and conditions and at such times as they may consider to be in the best interests of the Company and its shareholders.

(b) Without prejudice to the generality of the powers conferred on the Directors by paragraph (a) of this Article, the Directors may from time to time grant options to subscribe for the unallotted shares in the capital of the Company to persons in the service or employment of the Company or any subsidiary or associated company of the Company (including Directors holding executive offices) on such terms and subject to such conditions as the members of the Company in general meeting may from time to time approve.

(c) For the purposes of section 20 of the 1983 Act, the Directors are generally and unconditionally authorised to allot relevant securities within the meaning of the said section 20. The maximum amount of relevant securities which may be allotted under the authorisation hereby conferred shall be the authorised but unissued share capital of the Company from to time in the capital of the Company provided always that this authority shall expire after a period of five years from the date of the incorporation of the Company. The Company may before such expiry make an offer or agreement which would or might require relevant securities to be allocated after such expiry and the Directors may allot relevant securities pursuant to such offer or agreement as if the foregoing authority had not expired.

(d) Provided the directors are authorised to allot shares under Section 20 of the Companies (Amendment) Act 1983, and in accordance with section 24(1) of the 1983 Act, the application of sub-section 23(1) of the 1983 Act is hereby excluded in relation to the allotment of equity securities (as defined by section 23(13) of the 1983 Act).

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7. Payment of Commission

The Company may exercise the powers of paying commission conferred by the Acts. Subject to the provisions of the Acts, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also, on any issue of shares, pay such brokerage as may be lawful.

SHARE CERTIFICATES

8. Issue of Certificates

Every member shall be entitled without payment to one certificate for all the shares of each class held by him or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable sum as the Directors may determine provided that the Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to one joint Holder shall be a sufficient delivery to all of them. Every certificate shall be sealed with the Seal and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up thereon. No certificate shall be issued representing shares of more than one class.

9. Balance and Exchange Certificates

(a) Where some only of the shares comprised in a share certificate are transferred the old certificate shall be cancelled and a new certificate for the balance of such shares shall be issued in lieu without charge.

(b) Any two or more certificates representing shares of any one class held by any member may at his request be cancelled and a single new certificate for such shares issued in lieu without charge. If any member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as he may specify, the Directors may, if they think fit, comply with such request.

10. Renewal of Certificates

If a share certificate is defaced, worn-out, lost, stolen or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of any exceptional expenses incurred by the Company in investigating evidence as the Directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery up of the old certificate.

LIEN ON SHARES

11. Extent of Lien

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The Directors may at any time declare any share be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to all moneys payable in respect of it.

12. Power of Sale

The Company may sell in such manner as the Directors think fit any shares on which the Company has a lien but no sale shall be made unless a sum in respect of which the lien exists is immediately payable or until the expiration of 14 days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is immediately payable, has been given to the registered Holder for the time being of the share, or the person entitled thereto by reason of his death or bankruptcy.

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13. Power to Effect Transfer

To give effect to a sale the Directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The transferee shall be entered in the Register as the Holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

14. Proceeds of Sale

The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable and any residue shall (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES AND FORFEITURE

15. Making of Calls

Subject to the terms of allotment, the Directors may make calls upon the members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium) and each member shall (subject to receiving at least one Clear days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments or by a single payment. A call may, before receipt by the Company of a sum due thereunder, be revoked in whole or in part and payment of a call may be postponed in whole or in part at the Directors request. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect whereof the call was made.

16. Time of Call

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

17. Liability of Joint Holders

The joint Holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

18. Interest on Calls

If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Acts) but the Directors may waive payment of the interest wholly or in part.

19. Instalments Treated as Calls

An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call.

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20. Power to Differentiate

Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the Holders in the amounts and times of payment of calls on their shares.

21. Notice Requiring Payment

If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen Clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.

22. Forfeiture

If the notice is not complied with any share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited share and not paid before the forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.

23. Power of Disposal

Subject to the provisions of the Acts, a share forfeited (or surrendered in lieu thereof) shall become the property of the Company and may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit, either to the person who was before the forfeiture the Holder or to any other person, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. The Directors may if necessary authorise some person to transfer a forfeited or surrendered share to any such person as aforesaid.

24. Effect of Forfeiture

A person any of whose shares have been forfeited or surrendered shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited or surrendered but shall remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at the appropriate rate (as defined in the Acts) from the date of forfeiture or surrender until payment but the Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or for any consideration received on their disposal.

25. Statutory Declaration

A statutory declaration by a Director or the Secretary that a share has been forfeited or surrendered on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall be registered as the Holder of the share and shall not be bound to see to the application of the consideration if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, surrender, sale, re-allotment or other disposal of the share.

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TRANSFER OF SHARES

26. Instrument of Transfer

The instrument of transfer of any share shall be in writing in any usual form or in any other form which the Directors may approve. Any instrument of transfer shall be executed by or on behalf of the transferor and (except in the case of fully-paid shares) by the transferee.

27. Transfers

(a) The directors may decline to register the transfer of share (not being a full paid share) to a person of whom they do not approve, and they may also decline to register the transfer of a share on which the company has a lien. The directors may also decline to register any transfer of a share which, in their opinion, may imperil or prejudicially affect the status of the company in the State or which may imperil any tax concession or rebate to which the members of the company are entitled.

(b) The directors may also decline to recognise any instrument of transfer unless:

(i) a fee of 10 cent or such lesser sum as the directors may from time to time require, is paid to the company in respect thereof;

(ii) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the directors may reasonably require to show the right to the transferor to make the transfer; and

(iii) the instrument of transfer is in respect of one class of share only.

28. Procedure on Refusal

If the Directors refuse to register a transfer they shall, within two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal.

29. Miscellaneous Provisions Relating to Transfers

(a) The registration of transfers of shares or of transfers of any class of shares may be suspended at such times and for such periods (not exceeding thirty (30) days in each year) as the Directors may determine.

(b) No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share.

(c) The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

TRANSMISSION OF SHARES

30. Death of Member

If a member dies, the survivor or survivors where he was a joint Holder, and his personal representatives where he was a sole Holder or the only survivor of joint Holders, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased member from any liability in respect of any share which had been jointly held by him.

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31. Transmission on Death or Bankruptcy

A person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as the Directors may properly require, elect either to become the Holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the Holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member had not occurred.

32. Rights before Registration

A person becoming entitled to a share by reason of death or bankruptcy of a member (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) shall have the rights to which he would be entitled if he were the Holder of the share, except that he shall not, before being registered as the Holder of the share, be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the Holders of any class of shares in the Company, so, however, that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Directors may thereupon withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.

ALTERATION OF SHARE CAPITAL

33. Increase of Capital

The Company may from time to time by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe.

34. Consolidation Sub-Division and Cancellation of Capital

The Company may by ordinary resolution:-

(a) consolidate and divide all or any of its share capital into shares of larger amounts than its existing shares;

(b) subdivide its existing shares or any of them into shares of smaller amounts than is fixed by the Memorandum of Association subject, nevertheless, to Section 68(1)(d) of the 1963 Act; or

(c) cancel any shares which, at the date of passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its authorised capital by the amount of the shares cancelled.

35. Fractions on Consolidation

Subject to the provisions of these Articles, whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the Directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person and distribute the proceeds of sale in due proportion among those members, and the Directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

36. Reduction of Capital

The Company may by special resolution reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with and subject to any incident authorised, and consent required, by law.

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GENERAL MEETINGS

37. General Meetings

All general meetings of the Company shall be held in the State.

38. Annual General Meetings

Save as otherwise permitted by the Acts, the Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notices calling it.

39. Extraordinary General Meetings

All general meetings other than annual general meetings shall be called extraordinary general meetings.

40. Convening General Meetings

The Directors may convene general meetings. Extraordinary general meetings may also be convened on such requisition, or in default, may be convened by such requisitionists and in such manner as may be provided by the Acts.

41. Notice of General Meetings

(a) Subject to the provisions of the Acts allowing a general meeting to be called by shorter notice, an annual general meeting or a meeting called for the passing of a special resolution shall be called by at least twenty-one Clear days’ notice and all other extraordinary general meetings shall be called by at least fourteen Clear days’ notice. The notice shall specify the time and place of the meeting and the general nature of the business to be transacted. Subject to any restrictions imposed on any shares, the notice shall be given to all the members, to all persons entitled to a share by reason of the death or bankruptcy of a member and to the Directors and the Auditors.

(b) The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.

PROCEEDINGS AT GENERAL MEETINGS

42. Quorum for General Meetings

(a) No business other than the appointment of a chairman shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Except as provided in relation to an adjourned meeting, two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporate member, shall be a quorum.

(b) If such a quorum is not present within half an hour from the time appointed for the meeting or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such time and place as the Directors may determine.

43. Chairman of General Meetings

(a) The chairman of the Board of Directors or, in his absence, the deputy chairman (if any) or, in his absence, some other Director nominated by the Directors shall preside as chairman at every general meeting of the Company. If at any general meeting none of

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such persons shall be present within fifteen minutes after the time appointed for the holding of the meeting and willing to act, the Directors present shall elect one of their number to be chairman of the meeting and, if there is only one Director present and willing to act, he shall be chairman.

(b) If at any meeting no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.

44. Director’s and Auditors’ Right to Attend General Meetings

A Director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the Holders of any class of shares in the Company. The Auditors shall be entitled to attend any general meeting and to be heard on any part of the business of the meeting which concerns them as the Auditors.

45. Corporate Representative

Any company which is a member may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any separate meeting of the Holders of any class of shares. The person so authorised shall be entitled to exercise the same power on behalf of the company (in respect of that part of the company’s holding to which the authorisation relates) as the company could exercise if it were an individual member and the company shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present at it and all references to attendance and voting in person shall be construed accordingly. A Director, the Secretary or some person authorised for the purpose by the Secretary may require the representative to produce a certified copy of the resolution so authorising him to exercise his powers.

46. Adjournment of General Meetings

The Chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time (or sine die) and from place to place, but no business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. Where a meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Directors. When a meeting is adjourned for fourteen days or more or sine die, at least seven Clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid it shall not be necessary to give any notice of an adjournment.

47. Amendments to Resolutions

If any amendment proposed to any resolution under consideration is ruled out by the Chairman of the meeting, the proceedings of the substantive resolution shall not be invalidated by any error in such ruling.

48. Determination of Resolutions

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Unless a poll is so demanded a declaration by the Chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the Chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

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49. Entitlement to Demand Poll

Subject to the provisions of the Acts, a poll may be demanded:-

(a) by the chairman of the meeting;

(b) by at least three members present (in -person or-by-proxy) having the right to vote at the meeting;

(c) by any member or members present (in person or by proxy) representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

(d) by a member or members present (in person or by proxy) holding shares in the Company conferring the right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

50. Taking of a Poll

(a) A poll shall be taken in such manner as the Chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

(b) A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time (not being more than thirty days after the poll is demanded) and place as the chairman of the meeting may direct. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

(c) No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting in respect of which it is demanded. In any other case at least seven Clear days’ notice shall be given specifying the time and piece at which the poll is to be taken.

51. Votes of Members

Votes may be given either personally or by proxy. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person and every proxy shall have one vote and on a poll every member shall have one vote for each share of which he is the Holder.

52. Chairman’s Casting Vote

Where there is an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a casting vote in addition to any other vote he may have.

53. Voting by Joint Holders

Where there are joint Holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, in respect of such share shall be accepted to the exclusion of the votes of the other joint Holders; and for this purpose, seniority shall be determined by the order in which the names of the Holders stand in the Register in respect of the share.

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54. Voting by Incapacitated Holders

A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction (whether in the State or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his committee, receiver, guardian or other person appointed by that court, and any such committee, receiver, guardian or other person may vote by proxy on a show of hands or on a poll. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be deposited at the Office or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.

55. Default in Payment of Calls

Unless the Directors otherwise determine, no member shall be entitled to vote at any general meeting or any separate meeting of the Holders of any class of shares in the Company either in person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid.

56. Restriction of Voting Rights

(a) If at any time the Directors shall determine that a Specified Event shall have occurred in relation to any share or shares the Directors may serve a notice to such effect on the Holder or Holders thereof. Upon the service of any such notice (in these Articles referred to as a “Restriction Notice”) no Holder or Holders of the share or shares specified in such Restriction Notice shall, for so long as such Restriction Notice shall remain in force, be entitled to attend or vote at any general meeting either personally or by proxy.

(b) A Restriction Notice shall be cancelled by the Directors as soon as reasonably practicable, but in any event not later than forty-eight hours, after the Holder or Holders concerned shall have remedied the default by virtue of which the Specified Event shall have occurred. A Restriction Notice shall automatically cease to have effect in respect of any share transferred upon registration of the relevant transfer provided that a Restriction Notice shall not cease to have effect in respect of any transfer where a transfer form in respect of the share is presented for registration having been stamped at a reduced rate of stamp duty by virtue of the transferor claiming to be entitled to such reduced rate as a result of the transfer being one where no beneficial interest passes.

(c) The Directors shall cause a notation to be made in the Register against the name of any Holder or Holders in respect of whom a Restriction Notice shall have been served indicating the number of shares specified in such Restriction Notice and shall cause such notation to be deleted upon cancellation or cesser of such Restriction Notice.

(d) Any determination of the Directors and any notice served by them pursuant to the provisions of this Article shall be conclusive as against the Holder or Holders of any share and the validity of any notice served by the Directors in pursuance of this Article shall not be questioned by any person.

(e) If, while any Restriction Notice shall remain in force in respect of any Holder or Holders of any shares, such Holder or Holders shall be issued any further shares as a result of such Holder or Holders not renouncing any allotment of shares made to him or them pursuant to a capitalisation issue under Articles 99 to 101, the Restriction Notice shall be deemed also to apply to such Holder or Holders in respect of such further shares on the same terms and conditions as were applicable to the said Holder or Holders immediately prior to such issue of further shares.

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(f) For the purposes of the these Articles the expression “Specified Event” in relation to any share shall mean either of the following events:-

(i) the failure by the Holder or Holders thereof to pay any call or instalment of a call in the manner and at the time appointed for payment thereof; or

(ii) the failure by the Holder thereof to comply, to the satisfaction of the Directors, with all or any of the terms of Article 5 in respect of any notice or notices given to him or any of them thereunder.

57. Time for Objection to Voting

No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at such meeting shall be valid. Any such objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

58. Proxy Voting

The instrument appointing a proxy shall be in writing in any usual form or in any other form which the Directors may approve and shall be executed by or on behalf of the appointor. A body corporate may execute a form of proxy under the hand of a duly authorised officer. The signature on such instrument need not be witnessed. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion.

59. Deposit of Proxy Instruments

The instrument appointing a proxy and any authority under which it is executed or a copy, certified notarially or in some other way approved by the Directors, shall be deposited at such place or one of such places (if any) within the State as may be specified for that purpose in or by way of note to the notice convening the meeting (or, if no place is so specified at the Office) not less than 48 hours before the time appointed for the holding of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used, and in default shall not be treated as valid. Provided that:-

(a) in the case of a meeting which is adjourned to, or a poll which is to be taken on a date which is less than seven days after the date of the meeting which was adjourned or at which the poll was demanded, it shall be sufficient if the instrument of proxy and any such authority and certification thereof as aforesaid, is lodged with the Secretary at the commencement of the adjourned meeting or the taking of the poll; and

(b) an instrument of proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not require again to be delivered for the purposes of any subsequent meeting to which it relates.

60. Effect of Proxy Instruments

Deposit of an instrument of proxy in respect of a meeting shall not preclude a member from attending and voting at the meeting or at any adjournment thereof. The instrument appointing a proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

61. Effect of Revocation of Proxy

A vote given or poll demanded by proxy or by the duly authorised representative of a body corporate shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the

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Company at the Office, or at such other place at which the instrument of proxy was duly deposited, before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.

62. Members’ Written Resolution

A resolution in writing (other than one in respect of which extended notice is required by the 1963 Act to be given) which is signed by all the members for the time being entitled to attend and vote on such resolution at a general meeting (or being bodies corporate by their duly appointed representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the Company duly convened and held and, if described as a special resolution, shall be deemed to be a special resolution within the meaning of the Act. Any such resolution may consist of several documents in the like form each signed by one or more members for the time being entitled to attend and vote on such resolution at a general meeting (or being bodies corporate by their duly appointed representatives).

DIRECTORS

63. Number

Unless otherwise determined by ordinary resolution, the number of Directors (other than alternate Directors) shall not be less than two nor more than nine.

64. No Shareholding Qualification

No shareholding qualification shall be required for Directors.

65. Ordinary Remuneration of Directors

The ordinary remuneration of the Directors shall from time to time be determined by an ordinary resolution of the Company and shall (unless such resolution shall otherwise provide) be divisible among the Directors as they may agree, or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of the remuneration related to the period during which he has held office.

66. Special Remuneration of Directors

Any Director who holds any executive office (including for this purpose the office of Chairman or Deputy Chairman) or who serves on any committee, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise as the Directors may determine.

67. Expenses of Directors

The Directors may be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings of the Holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.

68. Alternate Directors

(a) Any Director may by writing under his hand appoint any person (including another Director) to be his alternate.

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(b) An alternate Director shall be entitled to receive notices of all meetings of the Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at any such meeting at which the Director appointing him is not personally present and in the absence of his appointor to exercise all the powers, rights, duties and authorities of his appointor as a Director (other than the right to appoint an alternate hereunder).

(c) Save as otherwise provided in these Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Director appointing him. The remuneration of any such alternate Director shall be payable out of the remuneration paid to the Director appointing him and shall consist of such portion of the last mentioned remuneration as shall be agreed between the alternate and the Director appointing him.

(d) A Director may at any time revoke the appointment of any alternate appointed by him. If a Director shall die or cease to hold the office of Director the appointment of his alternate shall thereupon cease and determine.

(e) Any appointment or revocation by a Director under this Article shall be effected by notice in writing given under his hand to the Secretary or deposited at the Office or in any other manner approved by the Directors.

POWERS OF DIRECTORS

69. Directors’ Powers

Subject to the provisions of the Acts, the Memorandum of Association of the Company and these Articles and to any directions given by special resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company which are not required by the Act or these Articles to be exercised in general meeting. No alteration of the Memorandum of Association of the Company or of these Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Directors by these Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. Save as required by these Articles, the Memorandum of Association of the Company, the Acts or otherwise by law, no exercise of the powers of the Directors shall require the consent or approval of the members or any other person.

70. Power to Delegate

The Directors may delegate any of their powers to any managing Director or any Director holding any other executive office and to any committee consisting of one or more Directors. Any such delegation may be made subject to any further conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the provisions of these Articles regulating the proceedings of Directors so far as they are capable of applying.

71. Appointment of Attorneys

The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

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72. Local Management

The Directors may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such committees, local boards or agencies and may fix their remuneration and may delegate to any committee, local board or agent any of the powers, authorities and discretions vested in the Board with power to sub-delegate and any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith without notice of any such annulment or variation shall be affected thereby.

73. Seal for Use Abroad

The Company may exercise the powers conferred by the Acts with regard to having an official seal for use abroad, and such powers shall be vested in the Directors.

74. Borrowing Powers

(a) The Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

(b) The Directors may raise or secure the repayment of such sums in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the issue of notes, bonds, perpetual or redeemable debentures or debenture stock, loan stock or other securities, or any mortgage, charge or other security on the undertaking or the whole or any part of the property of the Company (both present and future) including its uncalled capital.

(c) Notes, bonds, debentures, debenture stock and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued. Subject to the provisions of the Acts any notes, debentures, debenture stock, bonds or other securities may be issued at a discount premium or otherwise, and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors or otherwise.

APPOINTMENT AND DISQUALIFICATION OF DIRECTORS

75. Appointment of Directors

(a) The Company may by ordinary resolution appoint a person to be a Director either to fill a casual vacancy or an additional director provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with these Articles.

(b) The Directors may appoint a person who is willing to act to be a Director, either to fill a casual vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with these Articles as the maximum number of Directors. Any director so appointed shall hold office only until the next following annual general meeting and shall be eligible for re-election.

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76. Disqualification of Directors

The office of a Director shall be vacated if:-

(a) he ceases to be a Director by virtue of any provision of the Acts or he becomes prohibited by law from being a Director;

(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally;

(c) in the opinion of a majority of his co-Directors he becomes incapable by reason of mental disorder of discharging his duties as a Director;

(d) he resigns his office by notice to the Company;

(e) he is convicted of an indictable offence unless the Directors otherwise determine;

(f) he shall for more than six consecutive months have been absent without permission of the Directors from meetings of the Directors held during that period, and the Directors pass a resolution that he has by reason of such absence vacated office;

(g) he is required in writing by all his co-Directors to resign, but so that if he holds an appointment to an executive office which thereby automatically determines such removal shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages for breach of any contract of service between him and the Company;

(h) he is removed from office by a resolution duly passed pursuant to Section 182 of the 1963 Act; or

(i) he becomes restricted or disqualified pursuant to the provisions of the 1990 Act.

DIRECTORS’ OFFICES AND INTERESTS

77. Executive Offices

(a) The Directors may appoint one or more of their body to the office of Managing Director or joint Managing Director or to any other executive office in the Company (including, where considered appropriate, the office of Chairman) on such terms and for such period as they may determine and, without prejudice to the terms of any contract entered into in any particular case, may at any time revoke any such appointment.

(b) The appointment of any Director to the office of Chairman or Managing or joint Managing Director shall automatically determine if he ceases to be a Director, but without prejudice to any claim for damages for breach of any contract of service between him and the Company.

(c) The appointment of any Director to any other executive office shall not automatically determine if he ceases from any cause to be a Director unless the contract or resolution under which he holds office shall expressly state otherwise, in which event such determination shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company.

78. Directors’ Interests

A Director who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Directors at which the question of entering into a contract or

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arrangement is first taken into consideration, if his interest then exists, or in any other case at the first meeting of the Directors after he becomes so interested. A general notice given by a Director to the effect that he is a member of a specified company, society or firm and is to be regarded as interested in all transactions with such company, society or firm shall be a sufficient declaration of interest under this Article, and after such general notice it shall not be necessary to give any special notice relating to any subsequent transaction with such company or firm, provided that either the notice is given at a meeting of the Directors or the Director giving the notice takes reasonable steps to secure that it is brought up and read at the next meeting of the Directors after it is given.

79. Restriction on Director’s Voting

Subject to compliance with Article 78, a Director may vote in respect of any contract, appointment or arrangement in which he is interested and he shall be counted in the quorum present at the meeting.

PROCEEDINGS OF DIRECTORS

80. Regulation and Convening of Directors’ Meetings

(a) Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. A Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors. Any Director may waive notice of any meeting and any such waiver may be retrospective. If the Directors so resolve, it shall not be necessary to give notice of a meeting of Directors to any Director or alternate Director who, being a resident in the State, is for the time being absent from the State. Notice may be given to, service on or delivered to the Director by hand, post or by sending the same by telefax or electronic means to such telefax number or electronic address as may have been provided by Directors of the Company.

(b) A resolution in writing, signed by all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors shall be as valid as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held and may consist of several documents in the like form each signed by one or more Directors but a resolution signed by an alternate Director need not also be signed by his appointor and, if it is signed by a Director who has appointed an alternate Director, it need not be signed by the alternate Director in that capacity.

81. Voting at Directors’ Meetings

Questions arising at any meeting of Directors shall be decided by a majority of votes. Where there is an equality of votes, the chairman of the meeting shall have a second or casting vote. A Director who is also an alternate Director for one or more Directors shall be entitled in the absence of any such appointor from a meeting to a separate vote at such meeting on behalf of each such appointor in addition to his own vote.

82. Quorum for Directors’ Meetings

(a) The quorum for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two. A person who holds office only as an alternate Director shall, if his appointor is not present, be counted in the quorum but notwithstanding that such person may act as alternate Director for more than one Director he shall not count as more than one for the purposes of determining whether a quorum is present.

(b) The continuing Directors or a sole director may act notwithstanding any vacancies in their number but, if the number of Directors is less than the number fixed as the quorum, they may act only for the purposes of filling vacancies or of calling a general meeting.

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83. Chairman of Board of Director

Subject to any appointment to the office of Chairman made pursuant to these Articles the Directors may elect a chairman of their meetings and determine the period for which he is to hold office, but if no such chairman is elected, or, if at any meeting the chairman is unwilling to act or is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

84. Validity of acts of Directors

All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified from holding office or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.

THE SECRETARY

85. Appointment of Secretary

The Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit and any Secretary so appointed may be removed by them.

86. Assistant Secretary

The Directors may appoint an assistant or deputy secretary and any provision in these Articles requiring or authorising a thing to be done by or to the Secretary shall be satisfied by it being done by or to the assistant or deputy secretary.

THE SEAL

87. Use of Seal

The Directors shall ensure that the common seal of the Company and any official securities seal kept pursuant to the Acts shall only be used by the authority of the Directors or of a committee authorised by the Directors.

88. Signature of Sealed Instruments

Every instrument to which either such seal shall be affixed shall be signed by a Director and shall also be signed by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose save that as regards any certificates for shares or debentures or other securities of the Company the Directors may by resolution determine that such signatures or either of them shall be dispensed with, printed thereon or affixed thereto by some method or system of mechanical signature.

DIVIDENDS AND RESERVES

89. Declaration of Dividends

Subject to the provisions of the Acts, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the Directors.

21

90. Interim and Fixed Dividends

Subject to the provisions of the Acts, the Directors may pay interim dividends in accordance with the respective rights of the members if it appears to them that they are justified by the profits of the Company available for distribution.

91. Payment of Dividends

Subject to the right of premium, if any, entitled to shares with specific rights are to a dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this Article as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any shares are issued on terms providing that they shall rank for dividend as from a particular date, such shares shall rank for dividend accordingly.

92. Deductions from Dividends

The Directors may deduct from any dividend or other moneys payable to any member in respect of a share any moneys presently payable by him to the Company in respect of that share.

93. Dividends in Specie

A general meeting declaring a dividend may, upon the recommendation of the Directors, direct that it shall be satisfied wholly or partly by the distribution of assets (and, in particular, of paid up shares debentures or debenture stock of any other company or in any one or more of such ways) and the Directors shall give effect to such resolution. Where any difficulty arises in regard to the distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all the parties and may vest any such specific assets in trustees.

94. Payment of Dividends by Post

Any dividend or other moneys payable in respect of any share may be paid by cheque or warrant sent by post to the registered address of the Holder or, where there are joint Holders, to the registered address of that one of the joint Holders who is first named on the Register or to such person and to such address as the Holder or joint Holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent and payment of the cheque or warrant shall be a good discharge to the Company. Any joint Holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share.

95. Dividends Not to Bear Interest

No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.

96. Payment to Holders on a Particular Date

Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Directors, may specify that the same may be payable to the persons registered as the Holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Article shall mutatis mutandis apply to capitalisations to be effected in pursuance of these Articles.

22

97. Unclaimed Dividends

Any dividend which has remained unclaimed for twelve years from the date of its declaration shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company. The payment by the Directors of any unclaimed dividend or other moneys payable in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

CAPITALISATION OF PROFITS OR RESERVES

98. Capitalisation of Distributable Profits and Reserves

The Company in general meeting may, upon the recommendation of the Directors, resolve that any sum for the time being standing to the credit of any of the Company’s reserves (including any capital redemption reserve fund or share premium account) or to the credit of the profit and loss account be capitalised and applied on behalf of the members who would have been entitled to receive that sum if it had been distributed by way of dividend and in the same proportions either in or towards paying up amounts for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to the sum capitalised (such shares or debentures to be allotted and distributed credited as fully paid up to and amongst such Holders in the proportions aforesaid) or partly in one way and partly in another, so however, that the only purpose for which sums standing to the credit of the capital redemption reserve fund or the share premium account shall be applied shall be those permitted by the Acts.

99. Capitalisation of Non-Distributable Profits and Reserves

The Company in general meeting may, on the recommendation of the Directors resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account which is not available for distribution by applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares to those members of the Company who would have been entitled to that sum if it were distributable and had been distributed by way of dividend (and in the same proportions) and the Directors shall give effect to such resolution.

100. Implementation of Capitalisation Issues

Whenever such a resolution is passed in pursuance of the two immediately preceding Articles the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of shares or debentures, if any, and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provisions as they shall think fit for the case of shares or debentures becoming distributable in fractions (and, in particular, without prejudice to the generality of the foregoing, either to disregard such fractions or to sell the shares or debentures represented by such fractions and distribute the net proceeds of such sale to and for the benefit of the Company or to and for the benefit of the members otherwise entitled to such fractions in due proportions) and also to authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for the allotment to them respectively credited as fully paid up, of any further shares or debentures to which they may become entitled on such capitalisation or, as the case may require, for the payment up by the application thereto of their respective proportions of the profits resolved to be capitalised of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be binding on all such members.

23

ACCOUNTS

101. Accounts

A printed copy of every profit and loss account and balance sheet including all documents required by law to be annexed to the balance sheet which is to be laid before the Company in general meeting together with copies of the Directors’ Report and of the Auditors’ Report shall (in accordance with and subject as provided by the Acts) not less than twenty-one Clear days before the date of the meeting be delivered or sent by post to every member.

NOTICES

102. Notices in Writing

Any notice to be given, served or delivered pursuant to these Articles shall be in writing.

103. Service of Notices

(a) A notice or document (including a share certificate) to be given, served or delivered in pursuance of these Articles may be given to, served on or delivered to any member by the Company:-

(i) by handing same to him or his authorised agent;

(ii) by leaving the same at his registered address;

(iii) by sending the same by the post in a pre-paid cover addressed to him at his registered address; or

(iv) by sending the same by telefax or electronic means to such telefax number or electronic address as may have been provided by the member of the Company.

(b) Where a notice or document is given, served or delivered pursuant to sub-paragraph (a) (i) or (ii) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the time the same was handed to the member or his authorised agent, or left at his registered address (as the case may be).

(c) Where a notice or document is given, served or delivered pursuant to sub-paragraph (a) (iii) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of twenty-four hours after the cover containing it was posted. In proving such service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.

(d) Without prejudice to the provisions of sub-paragraphs (a) (i) and (ii) of this Article, if at any time by reason of the suspension or curtailment of postal services within the State, the Company is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by a notice advertised on the same date in at least one leading national daily newspaper in the State and such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day on which the said advertisements shall appear. In any such case the Company shall send confirmatory copies of the notice through the post to those members whose registered addresses are outside the State (if or to the extent that in the opinion of the Directors it is practical so to do) or are in areas of the State unaffected by such suspension or curtailment of postal services and if at least ninety-six hours prior to the time appointed for the holding of the meeting the posting of notices to members in the State, or any part thereof which was previously affected, has again in the opinion of the Directors, become practical the Directors shall forthwith send confirmatory copies of the notice by post to such members. The accidental omission to give any such confirmatory copy of a notice of a meeting to, or the non-receipt of any such confirmatory copy by, any person entitled to receive the same shall not invalidate the proceedings at the meeting.

24

(e) Notwithstanding anything contained in this Article the Company shall not be obliged to take account of or make any investigations as to the existence of any suspension or curtailment of postal services within or in relation to all or any part of any jurisdiction or other area other than the State.

104. Service on Joint Holders

A notice may be given by the Company to the joint Holders of a share by giving the notice to the joint Holder whose name stands first in the Register in respect of the share and notice so given shall be sufficient notice to all the joint Holders.

105. Service on Transfer or Transmission of Shares

(a) Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the Register in respect of the share, has been duly given to a person from whom he derives his title provided that the provisions of this paragraph shall not apply to any notice served under Article 5 or to any notice served under Article 55 unless, under the provisions of Article 55(b), it is a notice which continues to have effect notwithstanding the registration of a transfer of the shares to which it relates.

(b) Without prejudice to the provisions of these Articles allowing a meeting to be convened by newspaper advertisement a notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a member, addressed to them at the address, if any, supplied by them for that purpose. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

106. Signature to Notices

The signature to any notice to be given by the Company may be written or printed.

107. Deemed Receipt of Notices

A member present, either in person or by proxy, at any meeting of the Company or the Holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purpose for which it was called.

WINDING UP

108. Distribution on Winding Up

If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the share capital paid up or as paid up at the commencement of the winding up, the excess shall be distributed among the members in proportion to the capital at the commencement of the winding up paid up or credited as paid up on the said shares held by them respectively. Provided that this Article shall not affect the rights of the Holders of shares issued upon special terms and conditions.

25

109. Distribution in Specie

If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Acts, divide among the members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as he, with the like sanction determines, but so that no member shall be compelled to accept any assets upon which there is a liability.

MISCELLANEOUS

110. Inspection of Books etc. by Members

The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members, not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by the Acts or authorised by the Directors or by the Company in general meeting and no member not being a Director shall be entitled to require or receive any information concerning the business, trading or customers of the Company or any trade secret or secret process of or used by the Company.

111. Destruction of Records

The Company shall be entitled to destroy all instruments of transfer which have been registered at any time after the expiration of six years from the date of registration thereof, all notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificates and dividend mandates which have been cancelled or ceased to have effect at any time after the expiration of one year from the date of such cancellation or cessation. It shall be conclusively presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and every instrument duly and properly registered and every share certificate so destroyed was a valid and effective document duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that:-

(a) the provision aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant;

(b) nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article; and

(c) reference herein to the destruction of any document include references to the disposal thereof in any manner.

112. Indemnity

Subject to the provisions of and so far as may be admitted by the Acts, every Director, Managing Director, Auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses, liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favour (or the proceedings are otherwise disposed of without finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court. The Company may purchase as required for any of its officers or auditors insurance in respect of any provisions referred to in Section 200 of the 1963 Act.

26

113. Segregated Cells

The Company shall be entitled to establish segregated or protected cells if and to the extent permitted by the Acts.

27

Names, Addresses and Descriptions of Subscribers

/s/ [illegible]

For and on behalf of

Cumberland Corporate Services Limited

First Floor, Fitzwilton House,

Wilton Place, Dublin 2

Corporate Entity

/s/ [illegible]

For and on behalf of

Lower Mount Limited

First Floor, Fitzwilton House,

Wilton Place, Dublin 2

Corporate Entity

/s/ [illegible]

For and on behalf of

Lower Mount Services Limited

First Floor, Fitzwilton House,

Wilton Place, Dublin 2

Corporate Entity

/s/ [illegible]

For and on behalf of

Wilton Secretarial Limited

First Floor, Fitzwilton House,

Wilton Place, Dublin 2

Corporate Entity

/s/ [illegible]

For and on behalf of

Wm. Fry & Sons Limited

First Floor, Fitzwilton House,

Wilton Place, Dublin 2

Corporate Entity

28

/s/ [illegible]

For and on behalf of

WMF Services Limited

First Floor, Fitzwilton House,

Wilton Place, Dublin 2

Corporate Entity

/s/ [illegible]

For and on behalf of

William Fry Limited

First Floor, Fitzwilton House,

Wilton Place, Dublin 2

Corporate Entity

Dated this 28^th day of June 2013.

Witness to the above signatures:-

Name:- Deirdre Mooney

Address:- c/o Fitzwilton House, Wilton Place, Dublin 2

Occupation:- Chartered Secretary

Signature:- /s/ D Mooney

29

EX-4.01

Exhibit 4.01

O R D I N A R Y S H A R E S		O R D I N A R Y S H A R E S
KDE NUMBER	King	SHARES
INCORPORATED UNDER THE LAWS OF IRELAND	King Digital Entertainment plc	SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFICATE IS TRANSFERABLE	P A R V A L U E	CUSIP [TO COME]
IN CANTON, MA, JERSEY CITY, NJ AND COLLEGE STATION, TX		ISIN [TO COME]

This Certifies that
SPECIMEN
is the registered holder of
FULLY PAID AND NONASSESSABLE ORDINARY SHARES OF
King Digital Entertainment plc, par value each, transferable upon the register of the Company by the registered holder thereof in person or by duly authorized attorney upon surrender of this certificate accompanied by a proper form of transfer, properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Articles of Association of the Company, a copy of which is on file with the Transfer Agent, to all of which the holder by acceptance hereof assents. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.
COUNTERSIGNED AND REGISTERED:
COMPUTERSHARE TRUST COMPANY, N.A.
TRANSFER AGENT AND REGISTRAR
By:
AUTHORIZED SIGNATURE
Dated:
DIRECTOR
King Digital Entertainment
Public Limited Company
SECURITIES
SECRETARY
AMERICAN BANK NOTE COMPANY.

King Digital Entertainment plc

The Company will furnish to the record holder of this certificate without charge, a copy of the Memorandum and Articles of Association of the Company, which include the express terms of the shares represented by this certificate and other classes and series of shares which the Company is authorized to issue. Any such request is to be addressed to the Company or to the Transfer Agent named on the face of this certificate.

THE TRANSFER OF THESE SHARES REPRESENTED BY THIS CERTIFICATE REQUIRES THE COMPLETION OF A SPECIALIZED STOCK TRANSFER FORM AND MAY BE SUBJECT TO IRISH STAMP DUTY. PLEASE CONTACT THE TRANSFER AGENT FOR ADDITIONAL INFORMATION.

For US purposes the following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common	UNIF GIFT MIN ACT	—		Custodian
TEN ENT	—	as tenants by the entireties			(Cust)		(Minor)

JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	under Uniform Gifts to Minors Act
				(State)

UNIF TRF MIN ACT	—		Custodian (until age                      )
		(Cust)

	under Uniform Transfer to Minors Act
(Minor)		(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED,                                          hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE

	Ordinary Shares,
nominal value                          each represented by the within Certificate, and do hereby irrevocably
constitute and appoint

	Attorney
to transfer the said Ordinary Shares on the books of the within named Company with full power of substitution in the premises.

Dated 

X
X
NOTICE:	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR CHANGE WHATEVER.

Signature(s) Guaranteed:

By

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

EX-10.01

Exhibit 10.01

31 DECEMBER 2010

LEASE

10^TH FLOOR

CENTRAL ST GILES, LONDON WC2

(1) CENTRAL SAINT GILES LIMITED PARTNERSHIP

(2) SPECIFIC MEDIA UK LIMITED

(3) INTERACTIVE MEDIA HOLDINGS INC

Olswang LLP 90 High Holborn London WC1V 6XX T +44 (0) 20 7067 3000 F +44 (0) 20 7067 3999 DX 37972 Kingsway Olswang LLP is regulated by the Solicitors Regulation Authority www.olswang.com

Contents

Clause		Page
LAND REGISTRY PRESCRIBED LEASE CLAUSES			I
1.	DEFINITIONS		1
2.	DEMISE		8
3.	RENT REVIEW		9
4.	TENANT’S COVENANTS		11
5.	LANDLORD’S COVENANTS		27
6.	INSURANCE		28
7.	PROVISOS		33
8.	OBLIGATIONS IN SCHEDULES TO THIS LEASE		36
9.	GUARANTOR’S COVENANTS		36
10.	1995 ACT		36
11.	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999		37
SCHEDULE 1
	The Premises		38
SCHEDULE 2
	Rights Granted		39
SCHEDULE 3
	Rights Reserved by the Landlord		41
SCHEDULE 4
	PART I
	Payment of the Service Charge		43
	PART II
	The Services		47
	A - BUILDING		47
	PART II		49
	B - ESTATE		49
	PART III
	Other Service Costs		52
	A - BUILDING		52
	B - ESTATE		54
SCHEDULE 5
	Covenants by Guarantor		56
SCHEDULE 6
	Matters affecting title		59
SCHEDULE 7
	Regulations		60
SCHEDULE 8
	Terrace Regulations		61
ANNEX 1
	Developer’s Specifications		63

1

LAND REGISTRY PRESCRIBED LEASE CLAUSES

LR1. Date of lease	31 December 2010
LR2. Title number	LR2.1 Landlord’s title number
	NGL790607
	LR2.2 Other title numbers
	None
LR3. Parties to this lease	Landlord
	CENTRAL SAINT GILES LIMITED PARTNERSHIP (Registration No. LP010957) whose principal place of business is at One Coleman Street, London EC2R 5AA acting by its general partner CENTRAL SAINT GILES GENERAL PARTNER LIMITED (Company Registration No 5624041) whose registered office is at One Coleman Street, London EC2R 5AA.
	Tenant
	SPECIFIC MEDIA UK LIMITED (Company Registration No 04023273) whose registered office is at 26-30 Strutton Ground, London SW1P 2HR (“Tenant”)
	Guarantor
	INTERACTIVE MEDIA HOLDINGS INC a company incorporated under the laws of Delaware, having its seat at 4 Park Plaza, Suite 1500, Irvine, CA 92614, United States of America, registered with the Secretary of State of the State of Delaware under number 4168322
LR4. Property	In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail. Defined as the “Premises” in Clause 1 of this Lease.
LR5. Prescribed statements etc	None.
LR6. Term for which the Property is leased	The term as specified in this Lease at Clause 1.
LR7. Premium	None.

i

LR8. Prohibitions or restrictions on disposing of this lease	This Lease contains a provision that prohibits or restricts dispositions.
LR9. Rights of acquisition etc.	LR9.1 Tenant’s contractual rights to renew this lease, to acquire the reversion or another lease of the Property, or to acquire an interest in other land
	None.
	LR9.2 Tenant’s covenant to (or offer to) surrender this lease
	None
	LR9.3 Landlord’s contractual rights to acquire this lease
	None
LR10. Restrictive covenants given in this lease by the Landlord in respect of land other than the Property	None
LR11. Easements	LR11.1 Easements granted by this lease for the benefit of the Property
	Schedule 2.
	LR11.2 Easements granted or reserved by this lease over the Property for the benefit of other property
	Schedule 3.
LR12. Estate Rentcharge Burdening The Property	None.
LR13. Application for standard form of restriction	None.
LR14. Declaration of trust where there is more than one person comprising the Tenant	Not applicable.

ii

DATED:             THIS LEASE is made on the date specified in LR1 of the Prescribed Clauses

BETWEEN:

(1) The Landlord specified in LR3 of the Prescribed Clauses (Landlord) and

(2) The Tenant specified in LR3 of the Prescribed Clauses (Tenant)

1. DEFINITIONS

1.1 In this Lease the following words and expressions shall have the following meanings unless the context requires otherwise:

Authority means any statutory, public, local or other competent authority or a court of competent jurisdiction;

Base Rate means the base rate from time to time of Lloyds TSB Bank plc or such other clearing bank as the Landlord may from time to time specify or (in the event of base rates being no longer published or used) such other comparable rate of interest as the Landlord and the Tenant may from time to time agree in writing and if not agreed as shall be determined by a chartered accountant nominated by the President or Vice-President for the time being of the Institute of Chartered Accountants on the application of either party and acting as an arbitrator in accordance with the Arbitration Act 1996;

BREEAM means the BRE Environmental Assessment Method;

Building means the building shown edged green on Plan 1 forming part of the Estate;

Building Common Parts means all parts of the Building (including its external accesses and car park) which are designed or intended for the general use in common by the tenants or occupiers of the Building and which are from time to time so provided or designated by the Landlord (acting reasonably) (including the entrances, entrance halls, lobbies, stairways, passages and fire escapes);

Building Main Structure means the main structure of the Building including the foundations, roofs, load bearing walls, load bearing columns, ceilings and floors, terraces and balconies and exterior windows and lights (but excluding any glass within interior doors walls or partitions raised floors suspended ceilings all internal cladding plasterwork and decoration (save where internal to any Building Common Parts) and all floor screeding and finishes);

Building Retained Parts means all parts of the Building which are not from time to time Lettable Units including (without prejudice to the generality of the foregoing):

(i) the Building Common Parts;

(ii) plant rooms;

(iii) storage areas;

(iv) Conduits and Plant within or serving the Building except those within and exclusively serving a Lettable Unit;

(v) the Building Main Structure;

1

Car Parking Licence Fee means £6,000 per annum;

CDM Regulations means the Construction (Design and Management) Regulations 2007 and Health and Safety File has the meaning given therein;

Clause means a clause of this deed;

Common Media means all Conduits from time to time within and serving the Estate save any which exclusively serve any of the Lettable Units;

Conduits means gutters gullies pipes drains sewers watercourses channels ducts flues wires cables and other conducting media and all plant equipment machinery and apparatus ancillary thereto;

CRC means Carbon Reduction Commitment Scheme or equivalent scheme operated by the government of the United Kingdom;

EM Plan means an environmental management plan to be provided in accordance with clause 4.29;

End of the Term means the, determination of the Term by expiry, forfeiture, notice surrender effluxion of time or otherwise;

Environmental Forum means an environmental forum to be set up by the Landlord in accordance with clause 4.22;

EPC means an energy performance certificate and related recommendation report;

EPC Level means the rating of B given in the energy performance certificate for the Premises obtained immediately prior to the date of this Lease;

Estate means the development known as Central Saint Giles as shown for identification edged blue on Plan 1;

Estate Common Parts means those parts of the Estate (excluding the Building) designated and allocated from time to time by the Landlord (acting reasonably) as footways vehicular service roads communal lifts escalators hoists and other areas for the common use and benefit of the tenants of premises within the Estate and persons using or visiting the Estate and for the avoidance of doubt the Landlord (acting reasonably) shall be entitled by notice in writing served upon the Tenant to extend the Estate Common Parts or remove any land area or apparatus from the Estate Common Parts from time to time during the Term provided that the Tenant’s use and enjoyment of the Premises are not materially adversely affected;

Estate Main Structure means the main structure of the Estate (excluding the Building) including the foundations, roofs, load bearing walls, load bearing columns, ceilings and floors, terraces and balconies and exterior windows and lights (but excluding any glass within interior doors walls or partitions raised floors suspended ceilings all internal cladding plasterwork and decoration (save where internal to any Estate Common Parts) and all floor screeding and finishes)

Estate Retained Parts means all parts of the Estate (excluding the Building) which are not from time to time Lettable Units including (without prejudice to the generality of the foregoing):

(i) the Estate Common Parts;

2

(ii) office and other accommodation for staff managing the Estate (including any residential accommodation);

(iii) plant rooms;

(iv) storage areas;

(v) Conduits and Plant within or serving the Estate except those within and exclusively serving a Lettable Unit;

(vi) the Estate Main Structure;

First Rent Payment means a proportionate part of the Rent for the period from and including the Rent Commencement Date and ending on the day preceding the following Quarter Day;

Group Company means any company which is for the time being a member of the same group of companies as the Landlord or the Tenant (as the case may be) within the meaning of section 42 (1) of the Landlord and Tenant Act 1954);

Insurance means insurance effected in such insurance office of repute or with such reputable underwriters and through such agency as the Landlord may decide and subject to such excesses, exclusions, limitations and conditions as the insurer may require or the Landlord may properly negotiate (but the Landlord shall endeavour to negotiate policies under which the insurer has no rights of subrogation against the Tenant) and covering

(i) the Estate (excluding tenant’s and trade fixtures and fittings and plate glass in the windows and doors of Lettable Units) and the Premises against the Insured Risks for a sum sufficient to cover the cost of reinstatement assuming total loss including all applicable VAT and ancillary costs (such as site clearance and professional fees) and appropriate allowance for inflation;

(ii) Loss of Rent;

(iii) third party and public liability at the Estate for such sum as the Landlord (acting reasonably) may from time to time consider prudent; and

(iv) such matters in relation to the Estate not otherwise specifically mentioned in this definition as the Landlord (acting reasonably) from time to time considers prudent.

Insured Risks means fire, lightning, explosion, aircraft (not being hostile aircraft) and other aerial devices and articles dropped from them, riot, civil commotion, earthquake, storm, tempest, flood, burst water pipes and impact by road vehicles, subsidence, heave, landslip and acts of terrorism and any other insurable risks against which the Landlord (acting reasonably) shall from time to time deem it desirable to insure subject in each case to (i) any risk being insurable in the United Kingdom market with a reputable insurer at normal commercial rates, and to (ii) such excesses, exclusions, limitations and conditions as may be imposed by the insurers;

Interest means interest at 3% above the Base Rate (both before and after any judgment) calculated on a daily basis from the date on which interest becomes chargeable on any payment pursuant to any provision of the Lease to the date upon which such payment is made such interest to be compounded with rests at the usual quarter days;

Landlord includes any person for the time being entitled to the reversion immediately expectant on the End of the Term;

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Landlord’s fixtures and fittings means and includes whether installed by the Landlord or not) all staircases and all electrical gas water drainage central heating hot water ventilation air-handling sprinkler fire protection and fire alarm installations and distribution trunking ducting and Conduits and all suspended ceilings and wall panelling and floor screeding and all tiles and sanitary fittings and all doors windows window glass and fastenings on doors and windows whether internal or external and all other essential amenities; except to the extent that any such items have been installed by the Tenant at its own cost and are removable at the end of the Term without causing any material damage to the Premises;

Lease means this lease as from time to time varied or supplemented whether by deed, licence or otherwise;

Legal Obligation means any obligation relating to the Premises or their occupation or use imposed by any Legislation;

Legislation means all legislation having effect in the United Kingdom at any time during the Term, including directives, decisions and regulations of the Council or Commission of the European Union, Acts of Parliament, instruments, orders, regulations, consents, licences, notices and bye-laws made or granted under any Act of Parliament or directive, decision or regulation of the Council or Commission of the European Union, or made or granted by a local or other competent authority or a court of competent jurisdiction, and any approved Codes of Practice, regulations or other requirements issued by a statutory or professional body;

Lettable Unit means any unit of accommodation in the Estate that is let or otherwise exclusively occupied or designed or intended for letting or exclusive occupation otherwise than in connection with the provision of Services;

Loss of Rent means the loss of all Rent and Service Charge and applicable VAT for such period (being not less than four years) as the Landlord may from time to time reasonably consider sufficient to complete reinstatement of the Estate following a total loss and for such sum as takes into account any likely rent review.

Motorcycle Parking Licence Fee means £3,000 per annum;

Normal Business Hours means the hours between 7.00 am and 7.00 pm on Mondays to Fridays (excluding bank holidays) inclusive or such other hours as the Landlord may from time to time specify as being in its reasonable opinion in the interests of the occupiers of the Estate, provided that this does not affect the Tenant’s right to access and use the Premises 24 hours a day, 365/366 days a year;

Party means the Landlord or the Tenant or the Guarantor (if any);

“Permitted Part” any part or parts of the Premises but subject as follows:

(i) No part shall be a Permitted Part if it renders any other part of the Building (other than means of access and other common parts) incapable of being a Permitted Part;

(ii) Every Permitted Part shall have the benefit of and be subject to such easements and rights as shall in the opinion of the Landlord be necessary or appropriate;

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(iii) The parts or parts are located within the Premises in a manner which in the reasonable opinion of the Landlord will not materially adversely affect on the performances of the mechanical and electrical systems in the Building;

Permitted User means any use within class B1 of the schedule to the Town & Country Planning (Use Classes) Order 1987 (to which Clause 1.2.6 shall not apply) as at the date of this Lease and which shall not include any amendment, consolidation or re-enactment of such Order after the date of this Lease which shall be approved by the Landlord (such approval not to be unreasonably withheld or delayed);

Piazza means the land shown edged in purple on Plan 1 at ground floor level forming part of the Estate Common Parts;

Plan 1 and Plan 2 means the plans being so numbered annexed to this Lease such plans being so annexed for the purpose of identification only;

Plans means any or all of those plans;

Planning Acts means the Town and Country Planning Act 1990, the Planning (Listed Buildings and Conservation Areas) Act 1990, the Planning (Hazardous Substances) Act 1990, the Planning (Consequential Provisions) Act 1990, the Planning and Compensation Act 1991, the Planning and Compulsory Purchase Act 2004 and any other related Legislation

Plant means such equipment and systems as may from time to time be provided for the amenity of the Estate such as lifts, escalators; security and surveillance systems; fire alarm and prevention equipment; sprinklers; heating, ventilation and air conditioning plant; public address and other communication facilities, internal and public telephone systems; waste disposal equipment; sanitary equipment;

Plant Area means such part or parts of the roof designated or otherwise from time to time made available by the Landlord (acting reasonably) for the installation of Tenant Plant;

Premises means the part of the Building as shown edged red on Plan 2 as more particularly described in Schedule 1;

Prescribed Clauses means the Land Registry’s Prescribed Lease Clauses at the front of this Lease;

Quarter Days means 25 March 24 June 29 September and 25 December in each year and Quarter Day means any one of the Quarter Days;

Regulations means the regulations set out in Schedule 8 and any others from time to time published by the Landlord in addition to or in substitution for those regulations in the interests of good estate management;

Rent means £1,540,810 a year or such other amount as is from time to time agreed or determined pursuant to Clause 3 of this Lease or otherwise;

Rent Commencement Date the date 22 months from the Term Commencement Date;

Retained Property means the Building Retained Parts and the Estate Retained Parts;

Review Date has the meaning given in clause 3;

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Schedule means a schedule to this deed;

Service Charge has the meaning given in Schedule 4;

Services means the services to be provided by the Landlord as set out in Schedule 4;

Tenant includes any person in whom the Term is from time to time vested;

Term means 10 years commencing on 31 December 2010 (the “Term Commencement Date”) and expiring on 30 December 2020 and any continuation of it;

Tenant Plant means such plant equipment and machinery as may from time to time be installed by the Tenant for use in connection with the Tenant’s occupation of the Premises including but not limited to fire alarm and prevention equipment; heating, ventilation and air conditioning plant;

Terrace means the external terrace area shown coloured green on Plan 2

Uninsured Damage means damage to or destruction of the Premises or any other part of the Estate rendering the Premises or a substantial part of the Premises unfit for beneficial occupation or use or inaccessible by a risk which is not an Insured Risk because that risk is not (i) insurable in the United Kingdom market with a reputable insurer at normal commercial rates; or (ii) insured or fully insured because of excesses, exclusions, limitations and conditions imposed by the insurers; (iii) such that the full cost of rebuilding and reinstating shall not be recoverable by the Landlord under the insurance policy or from the tenant’s or other occupiers of the Lettable Units but excluding any damage or destruction in respect of which the Landlord’s policy has been vitiated or payment of the policy monies has been refused in whole or in part by reason of any act, default or neglect of the Tenant;

Utilities means air water sewerage of all kinds gas electricity wireless telegraphic and other services including any public address system burglar and security or fire alarm system serving the Estate;

VAT means value added tax as defined in the Value Added Tax Act 1994 and/or any tax of a similar nature substituted for or levied in addition to such value added tax;

Winter Gardens means the area shown coloured blue on Plan 2;

Working Day means any day which is not a Saturday, a Sunday or a bank or public holiday in England;

1995 Act means the Landlord and Tenant (Covenants) Act 1995.

1.2 In this Lease:

1.2.1 the expressions Landlord and Tenant shall include their respective successors in title, Tenant shall include the personal representatives of the Tenant and any person in whom this Lease may from time to time be vested by whatever means and Guarantor shall include the personal representatives of the Guarantor.

1.2.2 words importing the singular number only shall include the plural and where there are two or more persons included in the expressions Landlord or Tenant covenants expressed to be made by the Landlord or the Tenant shall be deemed to be made by such persons jointly and severally.

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1.2.3 words importing the masculine gender only shall include the feminine and neuter genders and words denoting natural persons shall include companies and corporations and vice versa.

1.2.4 all rights, reservations and permissions in favour of the Landlord shall also be for the benefit of any superior landlord or mortgagee who shall be entitled to exercise the same in addition to the Landlord, and where the consent of the Landlord is required under this Lease the Landlord may require that the consent of any superior landlord or mortgagee shall be a condition precedent to the grant of such consent by the Landlord (the requirements for the consent of any such superior landlord or mortgagee to be no more onerous than the requirements for the consent of the Landlord under this Lease and the Landlord to use its reasonable endeavours to obtain any such consent) and may require the Tenant to discharge on an indemnity basis the reasonable and proper costs, fees, charges and expenses of the Landlord in applying for the consent of any superior landlord or mortgagee and the costs, fees, charges and expenses of any superior landlord or mortgagee in respect of such application, whether or not consent is granted pursuant to such application.

1.2.5 References to any rights being exercisable by the Tenant shall be construed as being exercisable by the Tenant, any sub-tenant or sub-tenants and all persons properly authorised by them.

1.2.6 any reference to this Lease shall be deemed a reference to this Lease and any deed, agreement or other document supplemental or collateral to this Lease or entered into pursuant to the terms of this Lease.

1.2.7 unless the context requires otherwise, a reference to particular legislation is a reference to that legislation as amended, consolidated or re-enacted from time to time and to all subordinate legislation made under it from time to time.

1.2.8 references to the President and Vice-President of the Royal Institution of Chartered Surveyors and the Institute of Chartered Accountants include references to the equivalent officers of any Institution, Association or other body of which either of them may become part.

1.2.9 the words “include” and “including” are deemed to be followed by the words “without limitation”, and general words introduced by the word “other” do not have a restrictive meaning by reason of being preceded by words indicating a particular class of acts, things or matters.

1.2.10 the headings are for ease of reference only and are not to be taken into account in the construction or interpretation of any covenant, condition or proviso to which they refer.

1.2.11 unless the context requires otherwise, references to a numbered clause or Schedule are references to the relevant clause in or Schedule to this Lease and references in any Schedule to a numbered paragraph are references to the relevant paragraph in that Schedule.

1.2.12 references to “completion of the assignment” (and related expressions) are to the date on which the relevant deed of assignment is dated.

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1.2.13 unless the context requires otherwise, any act, default or neglect of the Tenant includes any act, default or neglect of any undertenant or occupier or any of their respective servants, agents, licensees or invitees or any person under the control of any of them.

1.2.14 where the Tenant is placed under a restriction, the restriction includes the obligation on the Tenant not knowingly to cause or allow the infringement of the restriction by any person.

1.2.15 if any term of this Lease or its application to any person or circumstance shall to any extent be invalid or unenforceable the same shall be severable and the remainder of this Lease or the application of such term to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term and provision of this Lease shall be valid and enforced to the fullest extent permitted by law.

1.2.16 unless the context requires otherwise, references to the Premises, Building and the Estate include any part of the Premises, Building or the Estate.

1.2.17 covenants by the Landlord in this Lease shall be effective to bind the Landlord only in respect of such period when it holds the immediate reversion to this Lease and such covenants shall not bind the Landlord after it shall have parted with all interest in such reversion and the Landlord shall be and is hereby released from any liability under this Lease in relation to any period after it shall have parted with such interest.

2. DEMISE

The Landlord demises the Premises to the Tenant:

2.1 together with the rights set out in Schedule 2;

2.2 except and reserving to the Landlord the rights as set out in Schedule 3;

2.3 to hold the same to the Tenant for the Term;

2.4 subject to all rights, easements, quasi-easements, restrictions, covenants and liabilities affecting the Premises including without prejudice to the generality of the foregoing those described in Schedule 6;

2.5 yielding and paying to the Landlord:

2.5.1 FIRST from the date hereof until the Rent Commencement Date a peppercorn (if demanded) and thereafter throughout the Term the Rent without any deduction in every year and proportionately for any period of less than a year such Rent being payable by equal quarterly payments in advance on the Quarter Days;

2.5.2 SECOND by way of additional rent the amounts payable by the Tenant from time to time under this Lease in respect of insurance and service charge such additional rent to be payable at the times and the manner herein specified and to be recoverable by and subject to all the remedies of the Landlord for the recovery of rent;

2.5.3 THIRD by way of additional rent any VAT which may be or become chargeable in respect of any rent or other sums payable hereunder whether as a consequence of the Landlord electing to waive the exemption from VAT on such rent or otherwise such VAT to be recoverable in the same manner as rent and additional rent; and

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2.5.4 FOURTHLY by way of additional rent the Car Parking Licence Fee and the Motorcycle Parking Licence Fee payable by equal quarterly payments in advance on the Quarter Days

3. RENT REVIEW

3.1 For the purposes of this clause 3, the following expressions shall mean:

3.1.1 Market Rent the clear yearly rent at which the Premises might reasonably be expected to be let in the open market with vacant possession by a willing landlord to a willing tenant without payment of any premium or other payment by or to the willing tenant after the expiry of a rent free period or other allowance that the willing tenant would require for the time required to be spent in fitting out the Premises;

Assuming that at the Review Date:

3.1.1.1 the term shall commence on the Review Date and that the rent is payable from then;

3.1.1.2 the term shall be 10 years from the relevant Review Date;

3.1.1.3 the lease shall contain the same terms as this Lease except for the term and the rent firstly reserved by this Lease but including the same provisions for rent review as are contained in this Lease but effective from every fifth anniversary of the Review Date;

3.1.1.4 the Premises may be lawfully occupied and used for any use permitted under this Lease or by any deed varying this Lease or by any consent given pursuant to this Lease and that there are no planning or other statutory restrictions preventing such occupation and use;

3.1.1.5 the Premises are ready for immediate use and occupation for trading by the willing tenant for any use permitted under this Lease and are fully fitted out and equipped to meet the requirements of the willing tenant;

3.1.1.6 all the covenants and conditions in this Lease have been fully complied with;

3.1.1.7 if the Premises have been destroyed or damaged (or made unfit for use and occupation), they have been fully reinstated and rendered fit for use and occupation unless the failure to reinstate the Premises is due to any act or omission on behalf of the Landlord;

3.1.1.8 no work has been carried out on or to the Premises before or during the Term which has diminished the rental value of the Premises other than work carried out in compliance with any statutory obligations;

3.1.1.9 there is not in operation any statute, order, instrument, regulation or direction which has the effect of regulating or restricting the amount of rent for the Premises which might otherwise be payable;

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3.1.1.10 the Building and the Premises have been completed in accordance with the Developer’s Specifications (copies of which are annexed at Annex 1)

But disregarding:

3.1.1.11 any effect on rent of the fact that the Tenant has been in occupation of the Premises or any other space within the Building;

3.1.1.12 any goodwill attached to the Premises by reason of the carrying on at the Premises of the business of the Tenant; and

3.1.1.13 any increase in rental value of the Premises attributable to the existence at the Review Date of any alteration or improvement to the Premises carried out by the Tenant with the prior written consent of the Landlord where required, other than

3.1.1.13.1 made pursuant to an obligation to the Landlord or in the case of an undertenant to its immediate reversioner (except statutory obligations); or

3.1.1.13.2 for which the Landlord has made or is under an obligation to make a financial contribution, but only to the extent of that contribution;

and in sub-clauses 3.1.1.11 to 3.1.1.13 (inclusive), references to the “Tenant” include predecessors in title to the Premises of the Tenant and any person claiming title to the Premises through or under the Tenant or any of them.

3.1.2 Relevant Review Date means the Review Date by reference to which the Rack Rent is being reviewed;

3.1.3 Review Date means the 31 day of December in the year 2015 and in every fifth year thereafter and references to Review Date in this Clause 3 shall be to such of those dates as is relevant in the circumstances;

3.2 With effect from each Review Date the Rent shall be the amount of the Rent payable (but for any abatement) immediately prior to that Review Date or (if greater) the Market Rent as agreed or determined in accordance with this Clause 3.

3.3 The Landlord may serve upon the Tenant notice during the period of six months before, or at any time after, a Review Date requiring the Market Rent to be reviewed with effect from that Review Date or stating that the Market Rent is not to be reviewed.

3.4 If the Landlord serves notice requiring the Market Rent to be reviewed (Review Notice) the Landlord and the Tenant shall endeavour to agree the Market Rent as at the Relevant Review Date.

3.5 If the Landlord and the Tenant do not agree the Market Rent within three months after service of a Review Notice or by the date three months before the Relevant Review Date (whichever is the later) either may by notice to the other require the Market Rent as at the Relevant Review Date to be determined by a Chartered Surveyor having at least ten years’ experience in assessing the rental value of premises similar to the Premises and acting as a single arbitrator.

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3.6 If the Landlord and the Tenant do not agree on the joint appointment of an arbitrator the arbitrator shall be nominated on the joint application of the Landlord and the Tenant (or if either of them neglects to concur in such application then on the sole application of the other) by the President or other chief office or acting chief officer for the time being of the Royal Institution of Chartered Surveyors.

3.7 The arbitrator shall act as an arbitrator in accordance with the Arbitration Act 1996.

3.8 The arbitrator shall within three months of his appointment or within such extended period as the Landlord may agree give to the Landlord and the Tenant written notice of the amount of the Market Rent as determined by him but if he does not or if for any reason it becomes apparent that he will not be able to complete his duties in accordance with his appointment the Landlord and the Tenant may agree upon or either of them may apply for the appointment of another arbitrator (which procedure may be repeated as often as necessary) pursuant to the provisions of this Clause.

3.9 Where the Rent payable with effect from a Review Date is not ascertained prior to that Review Date the Tenant shall:

3.9.1 with effect from the Relevant Review Date pay an Interim Rent at the rate at which Rent was payable (ignoring any abatement) immediately prior to that Review Date; and

3.9.2 if the Rent when ascertained exceeds the Interim Rent then within fourteen days of the Rent being ascertained (the Payment Date) pay to the Landlord an amount equal to the aggregate of the sums by which each quarterly instalment of Rent would have exceeded each instalment of Interim Rent had the Rent been ascertained by the Relevant Review Date together with Interest on each of those sums from the date it would have been due to the Payment Date.

3.10 Where Market Rent is increased with effect from a Review Date the Landlord and Tenant shall (at their own cost) sign memoranda of the Rent (if applicable) in such form as the Landlord may reasonably require for annexation to both the original and counterpart of the Lease.

Time is not of the essence in relation to this clause.

4. TENANT’S COVENANTS

The Tenant COVENANTS with the Landlord during the Term as follows:

4.1 To Pay Rent

To pay the Rent as provided in Clause 2 of this Lease (including the First Rent Payment) and the other rents reserved by this Lease on the days and in the manner specified in this Lease without any deduction or set-off and if the Landlord reasonably requires, to make such payment by banker’s standing order.

4.2 To Pay Rates

To pay (or indemnify the Landlord against) all existing and future rates, taxes, duties, charges, assessments, impositions and outgoings whatsoever (whether imposed by statute or otherwise and whether of a national or local character and whether of the nature of capital or revenue and even though of a wholly novel character) payable in respect of the whole or any part of the Premises or by the owner or occupier of the same but “taxes” in this context does not include VAT nor any taxes imposed on the grant of this Lease or any rent reserved by this Lease or in respect of any disposal of any interest in reversion to this Lease nor does this apply to any rents payable pursuant to any interest in reversion to this Lease

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4.3 To Pay Gas Electricity and Water Charges

To pay all charges for gas, electricity, water, telecommunications and other supplies consumed on the Premises and all charges for the hire of meters and equipment in respect of those supplies and to observe all regulations of the gas, electricity and water authorities of which the Tenant has received written notice.

4.4 To Pay VAT

4.4.1 To pay to the Landlord any VAT chargeable in respect of any taxable supplies made by the Landlord to the Tenant in connection with this Lease subject to receipt of a valid VAT invoice addressed to the Tenant for the full amount.

4.4.2 Where the Landlord is entitled under this Lease to recover from the Tenant the costs of any supplies provided to the Landlord by a third party (but in respect of which the Landlord makes no taxable supply to the Tenant), to indemnify the Landlord against so much of the VAT input tax on the costs for which the Landlord is not entitled to a credit from Her Majesty’s Revenue and Customs subject to receipt of a valid VAT invoice.

4.5 To Pay Interest

If:

4.5.1 the rents reserved by this Lease or any part of those rents, or any other monies payable to the Landlord under this Lease, shall not be paid within 7 days of the date appointed in this Lease for payment (in the case of Rent only whether legally demanded or not); or

4.5.2 payment of those rents or other monies shall be proffered to but not accepted by the Landlord during the subsistence of any breach of covenant by the Tenant which the Landlord reasonably considers would be waived by such acceptance;

to pay Interest on those rents or parts of those rents, or other monies that are so unpaid or declined from the date when the same shall become due until the date of actual acceptance by the Landlord, whether after or before any judgment Provided That nothing in this clause shall entitle the Tenant to withhold or delay any payment of the rents reserved by or other monies payable under this Lease after the date upon which they first fall due, or in any way prejudice, affect or derogate from the rights of the Landlord in respect of those rents or other monies under the proviso for re-entry contained in this Lease, or otherwise.

4.6 To Pay Fees

To pay to the Landlord on an indemnity basis and within 21 days of demand all reasonable and proper costs, fees, charges and expenses (including legal costs and fees of bailiffs, surveyors, architects, engineers and other professional advisers) incurred by the Landlord:

4.6.1 attendant upon or incidental to every application made by the Tenant for a consent or licence required or made necessary by the provisions of this Lease whether the same be granted or refused or proffered subject to any lawful qualification or condition or whether the application be withdrawn (except where subject to unlawful conditions or unlawfully withheld or delayed)

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4.6.2 in relation to the lawful and proper preparation and service of a notice under Section 146 of the Law of Property Act 1925 or any lawful and proper proceedings under Sections 146 or 147 of that Act whether or not in any such case forfeiture is avoided otherwise than by relief granted by the court;

4.6.3 in connection with the recovery or attempted recovery of arrears of the reserved rents due from the Tenant under this Lease, or in procuring the remedying of the breach of any covenant by the Tenant;

4.6.4 in relation to any lawful and proper steps taken in contemplation of or in connection with the preparation, negotiation and service of a schedule of dilapidations during or within 3 months after the expiration or sooner termination of the Term (but relating only to dilapidations occurring during the Term)

4.7 To Repair

To keep the Premises in good and substantial repair and condition (except only damage by the Insured Risks, save where the insurance monies are irrecoverable in consequence of any act, default or neglect of the Tenant unless the Tenant has paid to the Landlord such monies) AND without prejudice to the generality of the foregoing:

4.7.1 to clean all internal windows and other plate glass in the Premises at least once in every month; and

4.7.2 to cause all electrical, hydraulic and other mechanical installations and equipment whatsoever (other than any Plant) within the Premises or under the control of the Tenant and serving the same to be properly serviced and maintained and when necessary repaired or replaced by qualified persons who and at intervals which are approved by the manufacturers of such installations and equipment and by the insurers of the Premises

4.8 To Decorate

Whenever reasonably necessary and at least in every fifth year and also in the last year of the Term (however terminated but not more than once in any two consecutive years or where the Tenant is seeking a renewal of this Lease) to paint, decorate or treat in a proper and workmanlike manner all parts of the Premises which ought to be so painted, decorated or treated and in the last year of the Term (however terminated) to obtain the prior written approval of the Landlord to the colours and materials of such decoration (such approval not to be unreasonably withheld or delayed)

4.9 To Yield Up

4.9.1 To yield up the Premises with the fixtures, fittings and additions to the Premises (except tenant’s or trade fixtures or fittings which have been lawfully removed) and with vacant possession (subject to any lawful underleases) at the expiration or sooner termination of the Term in accordance with the tenant’s covenants in this Lease and to make good to the Landlord’s reasonable satisfaction any damage caused to the Premises by the removal of any tenant’s or trade fixtures or fittings.

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4.9.2 If any alteration or addition shall have been made to the Premises during the Term and unless and save to the extent that the Landlord requests the Tenant in writing not to do so at least 3 months before the end of the Term to remove the same on such yielding up together with all signs, writing, painting, moulding or other illustration of the name or business of the Tenant and any permitted occupier, and to reinstate the Premises to their state and condition at the commencement of the Term, making good any damage caused to the Premises to the Landlord’s reasonable satisfaction.

4.9.3 Upon such yielding up, to deliver to the Landlord the original Health and Safety File relating to the Premises duly maintained in accordance with the CDM Regulations and containing proper reference to such works of removal and reinstatement as specified in this clause 4.9 together with any other documentation relating to the Premises required by or showing compliance with Legislation and all keys of the Premises.

4.10 Aerials and signs

4.10.1 Not to erect on or display from the Premises any flashing or illuminated signs or advertisements.

4.10.2 Not to exhibit any sign, notice or advertisement at the Premises which shall be visible from outside the Premises except a good quality fascia sign bearing the trading name of the Tenant (and/or any permitted occupier), which sign shall be maintained throughout the Term and shall be of such design and specification and made of such materials as shall ensure uniformity of signs throughout the Building, and such sign and its positioning shall be first approved in writing by the Landlord, which approval shall not be unreasonably withheld or delayed provided that all signage is in accordance with the Landlord’s signage design guidelines which have been provided to the Tenant from time to time.

4.10.3 Not to erect any aerial, mast, satellite dish or other telecommunications or similar apparatus whatsoever upon the exterior of the Premises or the Building nor without the prior written consent of the Landlord (such consent not to be unreasonably withheld or delayed) to provide internet access (wireless or otherwise) at the Premises nor operate any wireless network base station gateway or analogue wireless device other than a device or network protected by encryption

4.11 Alterations

4.11.1 On any application for consent pursuant to the following provisions of this clause, to submit to the Landlord in triplicate adequate scale plans and drawings and a specification of the alterations or additions proposed to be made, and within 1 month of the completion of any works to which the Landlord has consented or which is otherwise authorised under this clause 4.11 to supply to the Landlord in triplicate copies of the “as built” plans, drawings and specifications of those works.

4.11.2 Save as specifically permitted by clause 4.10.2 or 4.11, not to make any alterations or additions to or in any way interfere with the Premises or the Building.

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4.11.3 Except as permitted by clause 4.11.5 not to make any internal, non-structural alterations or additions to the Premises or any alteration to the Premises aimed at reducing energy use or water consumption or improvement of waste management, (provided that such alterations do not adversely affect the performance or life cycle of any mechanical or electrical services or any other plant, equipment or services in the Estate and are not structural alterations) which may include to facilitate those alterations or additions:

4.11.3.1 minor penetrations of the Building Main Structure, provided that in the Landlord’s reasonable opinion neither the structural integrity nor the appearance of the Building or the Building Common Parts shall be adversely affected; and/or

4.11.3.2 minor alterations to any Conduits which are situated within and exclusively serve the Premises, provided that no alteration shall be made to any ventilation, air conditioning, stand by electrical system, sprinkler, fire or building management system;

without the prior written consent of the Landlord (which shall not be unreasonably withheld or delayed) and then only subject to those alterations or additions being carried out and completed:

4.11.3.3 in a good and workmanlike manner;

4.11.3.4 with good quality materials of their several kinds;

4.11.3.5 in accordance with any requisite permission, consent, licence or approval and any applicable Legislation;

4.11.3.6 in accordance with the plans, drawings and specifications previously approved by the Landlord (which approval shall not be unreasonably withheld or delayed);

4.11.3.7 to the reasonable satisfaction of the Landlord; and

4.11.3.8 so that the work does not adversely affect the energy efficiency, environmental performance or sustainability characteristics of the Building including the BREEAM rating of the Building or the EPC Level.

PROVIDED THAT the Tenant may carry out internal non-structural alterations without the Landlord’s consent where such alterations:

(i) do not affect (either directly or as a consequence of such alterations) the external appearance of the Building;

(ii) do not cause an overload of the electrical services at the Building;

(iii) do not take a disproportionate amount of supplies (eg inter alia, air and chilled water); and

(iv) do not adversely impact Conduits and Plant within or serving the Building.

4.11.4 Where the Tenant carried out alterations which necessitate the provision of a new EPC, the Tenant shall obtain at its own cost a new EPC and related recommendation report and shall provide to the Landlord a copy of such EPC and report.

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4.11.5 The Tenant may without the consent of the Landlord install internal demountable partitioning, if

4.11.5.1 it does not interfere with the operation of the Plant; and

4.11.5.2 it does not impose any requirement for new or additional means of escape in case of fire

4.11.5.3 the works are carried out in accordance with the requirements of sub-clause 4.11.3.3 to 4.11.3.5 and 4.11.3.7 to 4.11.3.8 inclusive

4.11.6 If any works of alteration or addition shall be carried out in breach of any of the covenants in this Lease and if the Tenant shall not remove the same and make good any damage to the Premises caused by such removal and otherwise reinstate the Premises to their state and condition prior to the carrying out of such alterations or additions immediately following the receipt of written notice from the Landlord requiring it to do so, it shall be lawful for the Landlord to enter the Premises and itself carry out such removal and reinstatement and all proper costs and expenses of it so doing shall be payable by the Tenant to the Landlord within 14 days of demand on a full indemnity basis.

4.11.7 Subject to the Landlord’s consent (such consent not to be unreasonably withheld or delayed) and the requirements of sub-clauses 4.11.3.3 to 4.11.3.8 inclusive the Tenant may install:

4.11.7.1 supplementary air conditioning;

4.11.7.2 satellite dishes

4.11.7.3 cabling within the Building’s risers and ducts; and

in such positions in the Plant Area as the parties shall agree (acting reasonably).

4.12 Construction (Design and Management) Regulations 2007

4.12.1 In respect of any works carried out by or on behalf of the Tenant or any undertenant or other occupier of the Premises (including all works of reinstatement, which may be carried out after the end of the Term) to which the CDM Regulations apply, to comply in all respects with the CDM Regulations and to procure that any person involved in carrying out such works complies with the CDM Regulations and to act as the only client in respect of those works.

4.12.2 To maintain and make the Health and Safety File relating to the Premises available to the Landlord for inspection at all times and to provide to the Landlord, on request, and also within three months after the completion of any alterations or additions made to the Premises, certified copies of the Health and Safety File (revised if necessary to take account of those works).

4.13 Not to Overload

Not to overload the floors of or any of the services in or to any part of the Estate.

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4.14 To Permit Landlord to Enter

Subject to the conditions of entry contained in this clause and Schedule 3 to permit the Landlord and the Landlord’s servants agents and all other persons authorised by the Landlord with or without workmen and others at all reasonable times (upon giving to the Tenant as much notice as reasonably practicable but not less than 48 hours’ previous notice in writing except in the case of emergency) to enter the Premises for the purpose of:

4.14.1 examining its state of repair and condition and of taking a schedule of the landlord’s fixtures and fittings in the Premises and the Landlord may:

4.14.1.1 serve upon the Tenant notice in writing specifying any repairs, decorations or other works necessary to be done in order to comply with the Tenant’s obligations under this Lease; and

4.14.1.2 require the Tenant immediately to execute the same;

and if the Tenant shall fail to comply with such notice within two months from the date of such notice (or sooner if necessary) or to perform any of the tenant’s covenants in this Lease, it shall be lawful for the Landlord (but without prejudice to the right of re-entry contained in this Lease) to enter the Premises and execute such repairs or decorations in accordance with the covenants and provisions of this Lease or to take any other action which in the reasonable opinion of the Landlord may be desirable for the purpose of securing the doing or omission respectively of all matters hereby covenanted by the Tenant to be done or omitted, or of discharging the Landlord’s duty of care under the Defective Premises Act 1972, and the reasonable and proper cost of such repairs, decorations or other action (including the fees of surveyors, architects, engineers and other consultants employed or retained by the Landlord) shall be repaid as a debt by the Tenant to the Landlord within 21 days of demand and shall be recoverable as rent in arrear;

4.14.2 repairing, maintaining, altering, rebuilding, renewing, replacing, redecorating, cleansing or examining any part of the Building Retained Parts or Estate Retained Parts or any adjoining or neighbouring property now or at any time hereafter belonging to the Landlord or constructing any new building or structure on the Building Retained Parts or Estate Retained Parts or any part thereof or on any such adjoining or neighbouring property, or constructing, laying, altering, diverting or connecting any conducting media in, upon, under or over the whole or any part of the Premises, all damage to the Premises thereby occasioned being made good by the Landlord as soon as reasonably practicable;

4.14.3 inspecting or surveying the Premises for valuation, re-measurement or other purposes;

4.14.4 complying with an obligation to the Tenant or any third party; and

4.14.5 managing or providing services to the Estate.

4.15 Defects Notices

4.15.1 To give notice as soon as is reasonably practicable to the Landlord of any want of repair or defect in the whole or any part of the Premises the Estate or the Building by reason of which the Landlord might incur liability under Legislation.

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4.15.2 Promptly upon receipt by the Tenant and promptly after receipt by any undertenant of:

4.15.2.1 any notice of a proposal for alteration of the Valuation List under the Local Government Finance Act 1988 in respect of the Premises; or

4.15.2.2 any notice of the imposition or proposed imposition of any new, substituted, increased, altered rate, tax, duty, charge, assessment or outgoing whatsoever in respect of the whole or any part of the Premises; or

4.15.2.3 any other notice, order or proposal affecting the Premises or any interest in the Premises in any manner whatsoever;

to send a copy to the Landlord and to take all reasonable steps to comply with such notice, proposal, order or communication and if so requested by the Landlord and at the expense of the Landlord to make or join with the Landlord in making such objections, representations or appeal in respect of such notice, proposal, order or communication as the Landlord may reasonably require.

4.16 To Comply with Statutory Requirements etc.

4.16.1 To execute all such works and do all such things as under or by virtue of any Legislation are or shall be directed or necessary to be executed or done upon or in respect of the whole or any part of the Premises or in respect of its user by its owner, tenant or occupier.

4.16.2 Not to do or omit or suffer to be done or omitted on or about the Premises any act or thing the doing or omission of which may under any Legislation cause the Landlord to incur or have imposed or become liable to pay any penalty, damages, compensation, costs, charges, expenses or other impositions whatsoever or which may reduce the EPC Level.

4.16.3 To comply with all requirements and recommendations of the Landlord (acting reasonably) the competent fire authority and the insurers of the Premises in relation to fire precautions affecting the Premises to the extent the Tenant has received written notice of such requirements and recommendations and to supply and equip and keep the Premises supplied and equipped with such fire alarm, smoke detection and smoke ventilation systems and such fire fighting appliances as are necessary to so comply and to keep all such alarm, systems and appliances unobstructed and open to inspection and properly maintained.

4.16.4 To keep all means of escape from the Premises in case of fire or other emergency, clear and unobstructed at all times.

4.16.5 If requested to do so by the Landlord to provide a copy of any records for the Premises made for the purposes of complying with the Regulatory Reform (Fire Safety) Order 2005 including any records of findings following a fire risk assessment of the Premises.

4.16.6 The Tenant shall supply promptly to the Landlord a copy of any EPC obtained by the Tenant or any undertenant in respect of the Premises.

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4.16.7 The Tenant shall supply promptly to the Landlord copies (and originals where reasonably required by the Landlord) of all reports and other documentation in relation to the Premises.

4.17 Planning Acts

4.17.1 To comply in all respects with the provisions and requirements of the Planning Acts.

4.17.2 Not to make any application for planning permission for change of use in respect of the whole or any part of the Premises or in respect of any part of the remainder of the Building.

4.17.3 Not without the prior written consent of the Landlord to make any application for any other planning permission in respect of the whole or any part of the Premises, nor to enter into any agreement with any local planning or other competent authority regulating the use or development of the Premises Provided That the Landlord shall not unreasonably withhold or delay consent to an application for planning permission in respect of works of alteration of or addition to the Premises if the Landlord has granted consent for such works in accordance with this Lease.

4.17.4 Not to implement any planning permission in respect of the Premises until a copy of the permission has been produced to the Landlord.

4.17.5 Unless the Landlord otherwise directs in writing, the Tenant shall carry out before the expiration or sooner termination of the Term any works stipulated to be carried out to the Premises by a date subsequent to such expiration or sooner termination as a condition of any planning permission which may be granted and implemented during the Term.

4.18 To Indemnify

During the Term and any subsequent period during which the Tenant may remain in possession of the Premises to be responsible for and to indemnify the Landlord within 14 days of demand against all claims, demands, actions, proceedings, liabilities, proper costs, charges, damages, losses and proper expenses in respect of or incurred in connection with:

4.18.1 any damage or injury occasioned to:

4.18.1.1 the Premises; or

4.18.1.2 any adjoining or neighbouring property; or

4.18.1.3 any person or any other property moveable or immovable;

by any act, default or neglect of the Tenant or by any breach of the tenant’s covenants and the conditions in this Lease;

4.18.2 any obligation to abate a nuisance or to remedy any other matter in connection with the Premises in obedience to a notice served by a local authority; and

4.18.3 any breach by the Tenant of any of the tenant’s covenants and the conditions in this Lease.

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4.19 Prohibited Alienation

4.19.1 Not to part with possession of the whole of the Premises except by an assignment or underletting of, the whole or Permitted Part otherwise hereby permitted;

4.19.2 Not to underlet any part or parts of the Premises, other than (subject to the provisions of clause 4.20) a Permitted Part.

4.19.3 Not to permit any undertenant of the Premises or any Permitted Part to sub-underlet the whole or any part or assign part only of the premises underlet.

4.19.4 Not to grant any underlease of the Premises or any Permitted Part if such grant would cause or permit the number of separate occupations of the Premises at any time or from time to time to exceed three where the Tenant remains in occupation of any part of the Premises, or four where the Tenant does not so remain in occupation.

4.19.5 Not to share possession or occupation of or permit any other person to occupy the whole or any other part of the Premises PROVIDED THAT where the Tenant is a company it may without consent share occupation of the whole or part of the Premises with a company which throughout the period of such sharing is a Group Company the Tenant covenanting that:

4.19.5.1 immediately after the commencement and termination of such sharing it will give written notice thereof to the Landlord;

4.19.5.2 no tenancy will be created by such sharing; and

4.19.5.3 in respect of a Group Company upon such company ceasing to be a member of the same group of companies as the Tenant it shall forthwith vacate the Premises.

4.19.6 Not to hold on trust for another the whole or any part of the Premises or any interest of the Tenant therein under this Lease.

4.20 Permitted Alienation

4.20.1 Not to charge (otherwise than by a floating charge) the whole of the Premises without the prior written consent of the Landlord which consent shall not be unreasonably withheld or delayed.

4.20.2 Subject to Clause 4.20.3 not to assign the whole of the Premises to a Group Company of the Tenant where the Landlord reasonably considers that the financial standing of the proposed assignee is insufficient to pay the rents reserved by and observe the covenants contained in this Lease.

4.20.3 Not to assign the whole of the Premises without the prior written consent of the Landlord by deed which consent shall not be unreasonably withheld or delayed.

4.20.4 Without prejudice to the generality of the preceding sub-clause 4.20.2 and any other matter or circumstances which may render reasonable the Landlord withholding its licence or consent to an assignment of the Premises or any other condition subject to which it may be reasonable to grant such licence or consent the Landlord may withhold its licence or consent to an assignment in the circumstances set out in sub-clause 4.20.5 below or such licence or consent may be granted subject to the conditions set out in sub-clause 4.20.7 below.

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4.20.5 The circumstances referred to in sub-clause 4.20.4 above are:

4.20.5.1 Where the Rent reserved or other undisputed and material sum due and payable hereunder by the Tenant remain unpaid;

4.20.5.2 Where there subsists any material breach of any of the covenants by the Tenant herein contained which the Tenant has failed to remedy or the remedy of which has not been adequately secured in a manner or on terms reasonably acceptable to the Landlord;

4.20.5.3 Where the assignee (or any assignee if more than one person) enjoys diplomatic or state immunity.

4.20.6 The conditions referred in 4.20.4 are:

4.20.6.1 That the Tenant and the proposed assignee enter into an authorised guarantee agreement (as defined in Section 16 of the Landlord and Tenant (Covenants) Act 1995) and licence to assign in a form reasonably required by the Landlord;

4.20.6.2 That any guarantor of the Tenant’s obligations under this Lease shall have guaranteed to the Landlord that the Tenant will comply with the terms and conditions of the authorised guarantee agreement referred to in sub-clause 4.20.6.1 in such form as the Landlord shall reasonably require;

4.20.6.3 That prior to completion of the proposed assignment any guarantor reasonably required by the Landlord for the proposed assignee shall first covenant with the Landlord (jointly and severally if more than one) in the terms contained in Schedule 5 hereto (as if references therein to the Tenant were references to the proposed assignee) and otherwise in such terms as the Landlord shall reasonably require.

4.20.7 Not to underlet the whole of the Premises or any Permitted Part nor permit any undertenant of the whole of the Premises or any Permitted Part to assign such underlease without the prior written consent of the Landlord by deed, which consent shall not be unreasonably withheld or delayed and not to so underlet or permit such assignment unless in relation to the whole of the Premises or the Permitted Part as the circumstances require:

4.20.7.1 the proposed undertenant or assignee has first covenanted directly with the Landlord (jointly and severally if more than one):

4.20.7.1.1 to pay the rents reserved by the underlease and to perform and observe the covenants by the undertenant and the conditions to be contained in the underlease;

4.20.7.1.2 not to grant any sub-underlease out of such underlease; and

4.20.7.1.3 not to do omit or suffer or permit in relation to the underlet premises any act or thing which would or might cause the Tenant to be in breach of this Lease or which if done omitted suffered or permitted by the Tenant would constitute a breach of this Lease.

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4.20.7.2 any guarantor reasonably required by the Landlord for the proposed undertenant or assignee shall first have covenanted with the Landlord (jointly and severally if more than one) as guarantor in such form as the Landlord shall reasonably require that the undertenant or assignee (as the case may be) will perform and observe the covenants by the undertenant and the conditions contained in the underlease and the covenants given by the undertenant or assignee pursuant to sub-clause 4.20.7.1;

4.20.7.3 any proposed underlease is granted in a form first approved in writing by the Landlord (such consent not to be unreasonably withheld or delayed) without any fine or premium being payable by the Tenant or the undertenant and at a rent equal to the then open market rental value of the Premises (such rent being payable in advance on the days on which rent is payable under this Lease) and contains provisions for the review of the rent thereby reserved no less frequently than every five years;

4.20.7.4 the proposed underlease of a Permitted Part contains provisions approved by the Landlord for the repair and decoration by the undertenant of such Permitted Part and/or for the payment by the undertenant of a fair and proper proportion of the cost of repairing and decorating any part of the Premises thereafter used in common by and/or being of common benefit to the Permitted Part and the remainder of the Premises; and

4.20.7.5 before the proposed underlease is completed, or, if earlier, before the undertenant becomes contractually bound to take the underlease, the underlease is validly excluded from the operation of sections 24 to 28 (inclusive) of the Landlord and Tenant Act 1954 in accordance with the provisions of section 38A of that Act and the relevant Schedules of the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 and the Tenant produces to the Landlord adequate evidence of such valid exclusion.

4.20.8 Not to waive or vary any of the provisions of any underlease (in the case of variations without the prior written consent of the Landlord such consent not to be unreasonably withheld or delayed) and to enforce (by proceedings, arbitration or otherwise as may be appropriate) the covenants on the part of the undertenant and the provisions for review of rent contained in such underlease, and not to agree any review of rent pursuant to those provisions without the prior written approval of the Landlord, which approval shall not be unreasonably withheld or delayed, and to procure (so far as it is lawfully able) that the representations of the Landlord as to the rent payable under any underlease of the Premises or any Permitted Part are made to any independent surveyor appointed to determine the rent under such underlease, to the reasonable satisfaction of the Landlord.

4.21 Registration

4.21.1 Within 28 days after this Lease to apply to register this Lease at Land Registry and as soon as possible after receipt from the Land Registry of notification of completion of the registration to provide the Landlord with official copies of the registered title for this Lease.

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4.21.2 Subject to the Landlord providing completed forms EX1 and EX1A and a cheque for the requisite fee, to submit to Land Registry simultaneously with the Tenant’s application to register this Lease (or the easements granted by this Lease) any applications in forms EX1 and EX1A required by the Landlord.

4.21.3 Within 28 days after any transfer, assignment, mortgage, charge, underlease or other devolution of this Lease or any interest under it:

4.21.3.1 to give notice to the Landlord together with a certified copy of the relevant document, a reasonable registration fee (being not less than £40) and any further registration fee due to any superior landlord (and in the case of an underlease in respect of which the provisions of sections 24 to 28 (inclusive) of the Landlord and Tenant Act 1954 have been excluded a certified copy of both the notice served by the landlord pursuant to section 38A of that Act and of the tenant’s declaration or statutory declaration in response pursuant to that section); and

4.21.3.2 to register or procure the registration at Land Registry of any such document that is compulsorily registrable at Land Registry and as soon as possible after completion of such registration to provide the Landlord with sufficient evidence to prove valid registration.

4.21.4 At the Landlord’s cost within 7 days of written demand to provide the Landlord with full particulars of all derivative interests of or in the Premises however remote or inferior and of any persons in occupation of the Premises.

4.21.5 At the end or earlier determination of this Lease to apply as soon as reasonably practicable to Land Registry to close any registered title for this Lease and to remove all entries relating to this Lease and to provide all assistance reasonably required by the Landlord to close such title and remove such entries.

4.22 Environmental Forum

4.22.1 The Landlord shall set up a building management committee comprising a representative of the Landlord (or its managing agents), the tenant(s) of the Building and such other third parties deemed necessary by the parties to meet quarterly (or on an ad hoc basis) to:

4.22.1.1 consider the adequacy and improvement of data sharing on energy and water use and waste production/recycling; and

4.22.1.2 agree the targets and strategies to reduce energy use and water consumption, improve waste management in the Estate, consider green travel options and agree strategies to implement other aspects of any memorandum of understanding relating to the Estate.

4.22.2 Where Environmental Forum meetings are attended by more than one tenant, the Landlord and Tenant shall hold additional meetings as may be reasonably necessary to discuss matters relating to clauses 4.22.1.1 and 4.22.1.2 above which are concerned exclusively with the Premises and which either party wishes to discuss only with the other.

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4.22.3 The Tenant shall co-operate in the setting up of the Environmental Forum.

4.22.4 Representatives of the Landlord and the Tenant shall attend the meetings of the Environmental Forum wherever reasonably practicable and provided that appropriate notice of such meeting is given by the party arranging such meetings.

4.23 Sale or Re-letting Notices

To (during the last six months of the Term) permit all persons authorised in writing by the Landlord or the Landlord’s agents and after making a prior appointment on giving reasonable notice to view the Premises at reasonable hours in the daytime.

4.24 Permitted Use

4.24.1 Not to use the Premises or any part thereof otherwise than for the Permitted User.

4.24.2 Not to sleep or suffer or permit any person to sleep in the Premises or any part thereof or to use the same or any part thereof for any residential purpose or any illegal or immoral purpose or for any noxious offensive or noisy trade or business.

4.24.3 Not to hold or permit to be held any sale by auction in the Premises or use the same as a licensed betting office.

4.24.4 Not at any time to use or play or permit to be used or played any musical instrument television radio loudspeaker or mechanical or noise-making instrument of any kind within the Premises so as to be audible outside the Premises.

4.24.5 Not to use or permit or suffer the Premises or any part thereof to be used for the storage deposit or display of any goods materials or things of a dangerous inflammable or explosive nature or liable to spontaneous combustion or the keeping storage or possession of which may contravene any existing or future statute or regulation or bye-law or any requirement of the Landlord’s insurers.

4.24.6 Not to use or permit or suffer the Premises or any part thereof to be used for the storage sale or display of any goods materials or things of an obscene or pornographic nature.

4.25 Nuisance

4.25.1 Not to do or permit or suffer to be done upon the Premises anything which in the opinion of the Landlord may be or become a nuisance and promptly to abate any nuisance which may arise.

4.25.2 Without limiting the foregoing, not to install or use in or upon the Premises any machinery or apparatus which causes noise or vibration which can be heard or felt in any adjoining or neighbouring premises, or which may cause any physical damage.

4.26 Refuse and Deleterious Materials

4.26.1 Not to discharge into any drains or sewers serving the Premises any oil, grease or deleterious materials or any waste or matter which is prohibited by law or which may cause a nuisance or annoyance or any damage, obstruction or destruction of those drains or sewers and to make good or remedy any damage, obstruction or destruction so caused to the reasonable satisfaction of the Landlord.

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4.26.2 To store all refuse and rubbish from the Premises within the Premises or within such collection facilities as the Landlord may from time to time specify or provide (acting reasonably).

4.26.3 Not to deposit any refuse or rubbish outside the Premises except in accordance with clause 4.26.2.

4.26.4 Until its removal from the Premises or from such collection facilities, to store all refuse and rubbish in such manner as causes no fire or health hazard.

4.26.5 Not to keep any material or liquid of a dangerous, corrosive, toxic, contaminative, combustible, explosive, radioactive, volatile, unstable or offensive nature upon the Premises.

4.27 Loss of Easements

Not knowingly to obstruct or suffer to be obstructed any of the windows or light or any other privilege, right or easement belonging to the Premises, nor to permit any new window, light, passage, drain or other encroachment or easement to be made into, against, upon or over the whole or any part of the Premises and in case any encroachment or easement whatsoever shall be attempted to be made or acquired by any person or persons whomsoever, to give notice in writing to the Landlord immediately the same shall come to the notice of the Tenant and to do all such things as may be proper for preventing any new encroachment or easement being made or acquired.

4.28 Not to Obstruct Common Areas

4.28.1 Not to allow or suffer any goods or wares whatsoever to be displayed or exhibited otherwise than within the building comprised in the Premises.

4.28.2 Not upon any forecourt mall pedestrian way circulation area or pavement outside the Premises to solicit or tout for customers or transact business or suffer the same to be done or transacted.

4.28.3 Not to place or leave outside the Premises packages boxes or crates of any description or parcels of goods or articles or any containers of any description and to carry out all unpacking of goods within the Premises and to keep or procure the Premises to be kept clean and tidy and free from weeds deposits of materials or refuse.

4.28.4 Not to permit or suffer to be done in or upon the Premises or any part thereof anything which may be prejudicial or detrimental to the Landlord or any act or thing which shall or may reasonably be or become a nuisance damage annoyance or inconvenience to the Landlord or the owners tenants or occupiers of any adjoining or neighbouring premises or any other premises on the Estate or those persons’ respective customers or invitees or which shall in the reasonable opinion of the Landlord or the Landlord’s surveyor prejudicially affect or depreciate the letting value of any premises on the Estate.

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4.28.5 Not to stand or place or permit or suffer to be placed or deposited outside any part of the Premises or upon any precinct service road loading bay or any other part of the Estate not hereby demised any goods automatic machine display case board vehicle or article of any description whatsoever or obstruct the same in any way whatsoever but at all times to keep the parts of the Estate adjoining or adjacent to the Premises free and unobstructed insofar as these matters are within the control of the Tenant and not at any time to load or unload or permit to be loaded or unloaded any vehicle other than within the service yards (if any) reasonably designated from time to time by the Landlord for that purpose nor permit any vehicle or vehicles to obstruct any such service yards or any part of the common areas otherwise than during loading and unloading and to vacate the area allocated for loading or unloading as soon as unloading or loading has been completed.

4.29 EM Plan

The Tenant agrees that the Landlord’s managing agent or other party responsible for the operation or management of the Estate (acting reasonably) will be entrusted to use the energy and water consumption data and the data regarding waste generated by the Estate provided by the Tenant at or ahead of each Environmental Forum meeting for the purposes of creating the EM Plan and ensuring that the Estate is run in a reasonably sustainable way that minimizes its environmental impact so far as reasonably practicable.

4.30 Vehicle Parking

4.30.1 Not to use the car parking spaces allocated by the Landlord to the Tenant from time to time in accordance with paragraph of Schedule 2 otherwise than for parking not more than 2 private motor cars in roadworthy condition.

4.30.2 Without limiting the foregoing, not to use such car parking spaces for the placing of skips, bins or other refuse containers or receptacles, nor to light any fires on the same, nor to use the same for the washing, polishing, cleaning, repair, maintenance or refuelling of any vehicles, plant or equipment, nor to deposit any goods, materials, pallets, refuse or rubbish on those spaces or roads.

4.30.3 Not to park vehicles on or allow or permit vehicles to be parked on or in any way obstruct the roads referred to in Schedule 2.

4.31 To Observe Covenants

To observe and perform (by way of indemnity only) the covenants, stipulations and provisions affecting the Premises contained or referred to in the deeds and documents, brief particulars of which are specified in Schedule 6.

4.32 Regulations

To observe and perform the Regulations from time to time made by the Landlord (acting reasonably) in accordance with the principles of good estate management for the orderly and convenient management of the Building or the Estate.

4.33 Replacement Guarantor

4.33.1 In this clause references to a “guarantor replacement event” are references in the case of a corporate or partnership guarantor to any of the events specified in clause 7.1.3 and in the case of an individual guarantor to death or any of the events specified in clauses 7.1.3 to 7.1.6.

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4.33.2 Where in the case of a subsisting guarantee, a guarantor replacement event occurs to the Guarantor or to any party who has entered into an authorised guarantee agreement or other guarantee pursuant to this Lease, to so notify the Landlord within 14 days after the date of the guarantor replacement event and if so required by the Landlord to use reasonable endeavours to procure that another party reasonably acceptable to the Landlord as soon as reasonably practicable after the date the Landlord notifies the Tenant of its requirement, executes a guarantee in the Landlord’s favour in the same form as that provided by the guarantor being replaced.

5. LANDLORD’S COVENANTS

The Landlord COVENANTS with the Tenant as follows:

5.1 Quiet Enjoyment

That the Tenant, paying the rents reserved by this Lease and observing and performing the tenant’s covenants and the conditions contained in this Lease, shall peaceably hold and enjoy the Premises throughout the Term without any interruption by the Landlord or any person rightfully claiming under or in trust for the Landlord.

5.2 To Provide Services

To use best endeavours to provide the Services in an efficient and cost effective manner at all times acting in accordance with the principles of good estate management unless prevented by any matter outside the control of the Landlord Provided That:

5.2.1 the Landlord may, subject to reasonable prior notice (except in case of emergency) and for the minimum period reasonably necessary, take out of service for inspection, maintenance, alteration, repair, replacement, removal, rebuilding or modernisation any lift or escalator, any of the Conduits and any other part of the Building Retained Parts or Estate Retained Parts and shall not be liable to the Tenant or the Tenant’s employees or those claiming through or under the Tenant for such taking out of service or for the failure or breakdown of the lift or any Conduits or any other part of the Building Retained Parts or Estate Retained Parts or of any gas, electricity or water supply save where such failure or breakdown is caused by the Landlord’s wilful default or negligence;

5.2.2 the Landlord shall incur no liability in respect of any failure in the performance or observance of any such obligation by reason of any damage or destruction of any plant, equipment or installations or due to any act, omission or negligence of any servant, agent or employee of the Landlord or any other person undertaking the same on behalf of the Landlord, which is not attributable to the wilful default or negligence of the Landlord;

5.2.3 the Landlord may add to, extend, vary, withdraw or make any alteration in the provisions of the Services or any of them from time to time, provided in the Landlord’s reasonable judgment it is reasonable to do so in all the circumstances and complies with the principles of good estate management and provided that the Tenant’s use and enjoyment of the Premises are not materially adversely affected; and

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5.2.4 the Landlord shall incur no liability in respect of any failure in the performance or observance of any such obligation, unless it has first received from the Tenant written notice specifying particulars of the failure and has failed to comply with the same within a reasonable period thereafter.

5.3 EM Plan

The Landlord shall use reasonable endeavours to ensure that its managing agent or other party responsible for the operation or management of the Estate will:

5.3.1 either put in place an appropriate EM Plan that is suited to the size and occupation of the Estate, or, where any memorandum of understanding relating to the Estate requires the Environmental Forum to put in place an EM Plan work with the Environmental Forum to achieve this objective;

5.3.2 attend the meetings of the Environmental Forum; and

5.3.3 keep all data provided by the Tenant confidential (except where disclosure of it is required by law) and only use such data to ensure that the Estate is run in a reasonable sustainable way that minimises its environmental impact so far as reasonably practicable.

5.4 Warranties

5.4.1 The Landlord covenants to use reasonable endeavours to enforce any guarantee or warranty that it has entered into with any third parties in relation to the Building Common Parts and/or the Estate Common Parts.

5.4.2 If the Premises is wholly or substantially damaged or destroyed by the Insured Risks and if the Landlord is obliged to reinstate rebuild or repair and does reinstate rebuild or repair the Landlord shall obtain deeds of collateral warranty from the building contractor and from the professional team (if appropriate) such collateral warranties to be in a form obtainable commercially (if available at all) at the time of such reinstatement rebuilding or repair and addressed to the Tenant

6. INSURANCE

6.1 Landlord’s Covenants

The Landlord covenants with the Tenant:

6.1.1 To Insure

To keep the Estate insured by way of the Insurance throughout the Term and use reasonable endeavours to ensure that the terms (including any excesses, exclusions, limitations and other conditions) and rates of premiums payable to effect that insurance are reasonable having regard to the general terms offered in the market by reputable insurers with established operations in the UK.

6.1.2 To Reinstate

In the event of damage to or destruction of the Premises or the Estate (to the extent reasonably required for the beneficial use and occupation of the Premises and the rights granted by this Lease) by any of the Insured Risks then subject to:

6.1.2.1 the necessary labour and materials being and remaining available;

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6.1.2.2 neither the policy of insurance effected by the Landlord having been vitiated nor payment of the policy monies having been refused in whole or in part by reason of any act, default or neglect of the Tenant; and

6.1.2.3 the Landlord being able to obtain all necessary consents, which it shall use all reasonable endeavours to obtain but the Landlord shall not be obliged to institute any appeal unless reputable Counsel advises the Landlord that there is a strong prospect of such appeal being successful;

to diligently apply or procure the application of the insurance proceeds covering the rebuilding and reinstatement costs of the Premises or the Estate (to the extent reasonably required for the beneficial use and occupation of the Premises and the rights granted by this Lease) but excluding those proceeds relating to loss of rent for the purposes of rebuilding and reinstating the Premises (but for the avoidance of doubt not including tenant’s or trade fixtures and fittings) or the Estate (to the extent reasonably required for the beneficial use and occupation of the Premises and the rights granted by this Lease) making good any deficiency in the proceeds (except for any deficiency caused in whole or in part by any act, default or neglect of the Tenant) out of its own resources the Landlord shall use reasonable endeavours to procure that all works are carried out as soon as reasonably practicable in a good and workmanlike manner;

PROVIDED THAT in the event of substantial damage to or destruction of the Building by an Insured Risk such rebuilding or reinstatement of the Premises shall be either in the form in which they were immediately before the damage or destruction or in that form with such modifications as:

6.1.2.4 may be required by any competent authority as a condition of the grant of any consent;

6.1.2.5 the Landlord may reasonably make to the design or specification of the Premises to reflect then current building practice; or

6.1.2.6 the Landlord may otherwise reasonably require;

but so that the Building as rebuilt and reinstated shall provide accommodation for the Tenant not materially less convenient and commodious than that existing immediately before the damage or destruction. The Landlord shall keep the Tenant advised of any such modifications and have due regard to the reasonable representations of the Tenant in respect of any such modifications

6.1.3 To Produce Evidence of Insurance

6.1.3.1 To produce to the Tenant reasonable evidence of the terms of the insurance policy and of payment of the current premium upon written request but not more than once in any insurance period.

6.1.3.2 To notify the Tenant of any material change in the provisions of any policy of Insurance from time to time

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6.1.3.3 The Landlord will use its reasonable endeavours to procure that its insurers waive entitlement to rights of subrogation against the Tenant or any underlessee or other occupiers of the Premises and their respective employees workmen agents or visitors and that the policy contains a tenant’s non-invalidation clause

6.1.3.4 The Landlord will notify its insurers of the Tenant’s interest in the Premises

6.2 Tenant’s Covenants

The Tenant covenants with the Landlord:

6.2.1 Pay Costs of Insurance

To repay to the Landlord within 14 days of demand a sum equal to a fair and proper proportion (determined by the Landlord or its surveyor acting reasonably whose determination shall be conclusive) attributable to the Premises of the amount or amounts from time to time paid by the Landlord for the insurance of the Building in accordance with clause 6.1.1 and against employers’, public and third party liability of the Landlord and for the revaluation of the Building for insurance purposes when reasonably necessary and the whole of any amounts from time to time paid by the Landlord relating to the loss of rent and Service Charge insurance referred to in clause 6.1.1.

6.2.2 Pay Excess

In the event of any insured damage occurring, to pay to the Landlord within 14 days of demand the whole or a fair and proper proportion (determined by the Landlord or its surveyor acting reasonably whose determination shall be conclusive) attributable to the Premises of the amount of any excess to be borne by the Landlord pursuant to the policy of insurance.

6.2.3 Insurer’s Requirements

6.2.3.1 To comply with all reasonable requirements of the Landlord’s insurers in respect of the Premises and the Building of which the Tenant has written notice and not to knowingly do or permit to be done in or upon the whole or any part of the Premises or the Building anything which may increase the premium for any policy for the insurance of the Building or any other premises (except where the Tenant pays such increase to the Landlord) or which shall invalidate or preclude the renewal of any such policy of insurance or which may be prejudicial in any way to any claim which may fall to be made under such policy.

6.2.3.2 If any damage to or destruction of the Premises or the Building shall occur due to any of the Insured Risks and any insurance money under any insurance effected under the terms of this Lease shall be irrecoverable by reason solely or partly of any act, default or neglect of the Tenant, then the Tenant shall pay to the Landlord the whole or (as the case may be) the irrecoverable part of the cost (including any costs of demolition and site and debris clearance and of obtaining planning consents and of architects’, quantity surveyors’, engineers’ and other professional person’s fees and incidental expenses and VAT payable on any such costs, fees and expenses) of making good such damage or destruction and any other irrecoverable insurance money.

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6.2.4 Unoccupied Premises

Without prejudice to any other provision of this Lease, to immediately notify the Landlord in writing if the Tenant ceases to occupy or trade from the Premises and to comply with all requirements of the Landlord’s insurers in respect of the Premises whenever the same shall be vacant and unoccupied, and if the Tenant shall default in doing so within seven days of the Landlord giving notice in this respect to the Tenant, it shall be lawful for the Landlord and the Landlord’s servants and agents and all other persons authorised by the Landlord with or without workmen to enter the Premises for the purpose of taking such action as in the opinion of the Landlord may be reasonably necessary for the purpose of complying with this covenant (but without prejudice to the right of re-entry contained in this Lease and without implying any such re-entry) and the proper cost of the Landlord in so doing shall be repaid by the Tenant to the Landlord within 14 days of demand and shall be recoverable as rent in arrear.

6.2.5 Removal of Tenant’s fixtures

If reasonably requested by the Landlord, to remove its fixtures and effects from the Premises to allow the Landlord to repair or reinstate the Premises.

6.2.6 Notice to Landlord of Damage

As soon as reasonably practicable on becoming aware of the same to give written notice to the Landlord of any damage to or destruction of the Premises or the Building by any of the Insured Risks or any event or thing which might affect any insurance policy relating to the Premises or the Building.

6.2.7 Other Insurance

To insure and keep insured in an insurance office to be approved in writing by the Landlord:

6.2.7.1 (to the extent not covered by insurance effected by the Landlord pursuant to clause 6.1.1) all plant and machinery forming part of the Premises against loss or damage due to explosion, breakdown or other sudden or unforeseen cause; and

6.2.7.2 any public and, third party liability of the Tenant in respect of the Premises;

and whenever required to produce to the Landlord the policy or policies of such insurance and the receipt for the last premium due in respect of such insurance.

6.2.8 Not to take out Insurance

Not to take out any insurance of the Premises against the Insured Risks in its own name (other than for the avoidance of doubt in respect of any tenant’s or trade fixtures and fittings), and if the Tenant has the benefit of any such insurance the Tenant shall hold all money receivable under that insurance upon trust for the Landlord.

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6.2.9 Information to Landlord

To inform the Landlord promptly in writing of the cost of and the reinstatement value from time to time of all improvements and additions to the Premises made by the Tenant which have become Landlord’s fixtures and fittings.

6.3 Suspension of Rent

If at any time or times during the Term the whole or any part of the Premises or any other part of the Estate which the Landlord is obliged to insure under this Lease shall be destroyed or so damaged by any of the Insured Risks so as to make the Premises unfit for beneficial occupation or use or inaccessible and neither shall the policy of insurance effected by the Landlord have been vitiated nor payment of the policy monies have been refused in whole or in part by reason of any act, default or neglect of the Tenant (unless the Tenant has paid to the Landlord such monies) then the rent first reserved by this Lease and the Service Charge or such part as is commensurate with the part of the Premises so rendered unfit for beneficial occupation or use or inaccessible, shall cease to be payable from the date of destruction or damage until the sooner of:

6.3.1 the date when the Premises (for the avoidance of doubt excluding tenant’s or trade fixtures and fittings) have been rendered fit for beneficial occupation and use and access has been restored; or

6.3.2 the date immediately following the expiration of the period of Loss of Rent insurance to be effected by the Landlord under clause 6.1.1;

and any dispute relating to this clause 6.3 shall be referred to the award of a single arbitrator to be appointed in default of agreement on the application of either party by the President or any Vice-President for the time being of the Royal Institution of Chartered Surveyors in accordance with the Arbitration Act 1996.

6.4 Termination

6.4.1 If reinstatement of the Premises pursuant to clause 6.1.2 shall not have been completed so as to render the Premises fit for beneficial occupation and use and accessible on the date immediately following the expiration of the period of Loss of Rent insurance to be effected by the Landlord under clause 6.1.1, then either the Landlord or the Tenant may at any time thereafter (but not after the Premises have been rendered fit for occupation and use and accessible) terminate this Lease by giving written notice to the other.

6.4.2 If the Premises or the Estate shall suffer damage howsoever caused of such a substantial nature as in the Landlord’s reasonable opinion to render the reinstatement of the Premises pursuant to clause 6.1.2 impracticable within the period of Loss of Rent insurance effected under clause 6.1.1, then the Landlord may at any time terminate this Lease by giving written notice to the Tenant.

6.4.3 Any such termination under clause 6.4.1 or 6.4.2 shall be without prejudice to any claim by either party in respect of any antecedent breach of covenant and upon such termination or any termination of this Lease by the operation of the doctrine of frustration, any insurance monies shall belong to the Landlord absolutely.

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6.5 Uninsured Damage

If there is Uninsured Damage:

6.5.1 Clauses 4.7 and 6.3 shall apply as if that damage to or destruction of the Premises or the Estate had been by an Insured Risk; and

6.5.2 the Landlord may by service of a notice (“Election Notice”) on the Tenant elect to rebuild or reinstate the Premises.

6.5.3 If the Landlord serves an Election Notice, the Landlord shall reinstate the Uninsured Damage in accordance with clause 6.1.2;

6.5.4 if the Landlord does not serve an Election Notice within twelve months following the date on which the Uninsured Damage occurs, then either the Landlord or the Tenant may at any time thereafter (unless in the meantime the Landlord serves an Election Notice) immediately terminate this Lease and clause 6.4 shall apply

7. PROVISOS

PROVIDED IT IS AGREED as follows:

7.1 For Re-entry

If and whenever:

7.1.1 the whole or any part of the rents reserved by this Lease shall be in arrear or unpaid for 14 days after becoming payable (in the case of the Rent only whether formally demanded or not); or

7.1.2 there shall be any breach, non-performance or non-observance of any material tenant’s covenants, conditions or agreements contained in this Lease and such breach is not rectified as soon as reasonably practicable after notice of the breach has been given; or

7.1.3 in relation to the Tenant for the time being or a guarantor which is a company or a partnership (including a limited partnership and a limited liability partnership) or if more than one company and/or partnership then any one of them:

7.1.3.1 a winding-up order is made, or a winding-up resolution passed; or

7.1.3.2 liquidation is entered into whether compulsory or voluntary (other than for the purposes of reconstruction or amalgamation not involving a realisation of assets); or

7.1.3.3 a petition is presented or a meeting convened for the purposes of its winding-up; or

7.1.3.4 an administration order is made or an administrator is otherwise appointed or a petition is presented or an application is made or any other step is taken for such order or appointment (in each case which is not withdrawn within 21 days of its initial presentation); or

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7.1.3.5 a receiver (including an administrative receiver) is appointed (including any such appointment over any assets of the Tenant for the time being or the guarantor); or

7.1.3.6 a voluntary arrangement is proposed; or

7.1.3.7 the company or partnership shall otherwise cease for any other reason to be or to remain liable under its covenants contained in or arising from this Lease or cease for any reason to exist; or

7.1.3.8 the company or partnership shall be unable to pay its debts; or

7.1.3.9 any event shall occur in whatever jurisdiction which is analogous to any of the events mentioned in this clause 7.1.3; or

7.1.4 in relation to the Tenant for the time being or a guarantor who is an individual or if more than one individual then any one of them:

7.1.4.1 a voluntary arrangement is proposed; or

7.1.4.2 a bankruptcy petition is presented (which is not withdrawn 21 days of its initial presentation) or he is adjudged bankrupt; or

7.1.4.3 the individual shall be unable to pay his debts; or

7.1.4.4 any event shall occur in whatever jurisdiction which is analogous to any of the events mentioned in this clause 7.1.4; or

7.1.5 the Tenant for the time being (or if more than one company or individual or partnership then any one of them) shall enter into any arrangement or composition with any creditors of that party or any proposal shall be made to that effect or any analogous event shall occur in whatever jurisdiction; or

7.1.6 the Tenant shall suffer any distress or execution to be levied on the goods of the Tenant at the Premises which is not discharged in full within 21 days after the levy has been made;

THEN and in any such case it shall be lawful for the Landlord (or its authorised agent) at any time thereafter to re-enter the whole or any part of the Premises in the name of the whole and to peaceably hold and enjoy the same as if this Lease had not been granted and thereupon the Term shall absolutely determine but without prejudice to any right of action of the Landlord in respect of any antecedent breach by the Tenant of any of the obligations and conditions on the part of the Tenant contained in this Lease.

7.2 Removal of Tenant’s Property

If after the Tenant has vacated the Premises following the expiration or sooner termination of the Term the Tenant shall fail to remove any property of the Tenant from the Premises within 14 days after a written request from the Landlord to do so the Landlord may as the agent of the Tenant (and the Landlord is hereby irrevocably appointed by the Tenant to act in that behalf) sell such property and shall then hold the proceeds of sale after deducting the costs and expenses of removal, storage and sale reasonably and properly incurred by it to the order of the Tenant.

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7.3 Consents

7.3.1 Any licence or consent to be given by the Landlord pursuant to this Lease shall unless the Landlord otherwise first expressly agrees in writing be given only by deed duly executed by the Landlord.

7.3.2 Any licence or consent given pursuant to this Lease shall be without prejudice to the other provisions of this Lease.

7.4 Easements

7.4.1 The Tenant shall not by virtue of this Lease be deemed to have acquired or be entitled to, nor shall it during the Term acquire or become entitled to by any means whatever in respect of the Premises any easement from or over or affecting any other land or premises now or at any time hereafter belonging to the Landlord and not comprised in this Lease.

7.4.2 The Landlord (acting reasonably) may settle or compromise with any other party any claim or entitlement in respect of interference to or infringement of any rights of light or air or any other easement or enjoyment to which the Premises may from time to time be entitled on such terms and conditions as the Landlord in its reasonable discretion may think fit without the consent or approval of the Tenant and without being liable to the Tenant for any damages or compensation whatsoever in respect of such settlement or compromise.

7.5 Co-Operation

The Landlord and Tenant agree in good faith, but without legal obligation to agree and implement any memorandum of understanding with the aim of reducing energy and water use within the Estate and the Premises and reducing and recycling waste

7.6 Disputes

Any dispute arising as between the Tenant and any tenant or occupier of the Estate or any adjoining or neighbouring property belonging to the Landlord as to any easement, right or privilege enjoyed or used in common shall be decided by the Landlord (acting fairly and properly) whose decision shall be binding on the parties.

7.7 Notices

Any notice to be served or given under this Lease shall be in writing and shall be sufficiently served or given:

7.7.1 on or to the Tenant or any guarantor if delivered to or sent by recorded or special delivery or registered post to the Tenant or such guarantor (if a company) to its registered office which at the date of such delivery or sending is registered with the Registrar of Companies or (if an individual) to his usual place of abode in the United Kingdom and if sent by recorded or special delivery or registered post, such service shall be deemed to be made on the Working Day following the date of posting; or

7.7.2 on or to the Landlord if delivered to or sent by recorded or special delivery or registered post or faxed to the Landlord at its registered office which at the date of such delivery or sending is registered with the Registrar of Companies or to such other address for service as the Landlord shall from time to time notify in writing to the

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Tenant under this Lease and if sent by recorded or special delivery or registered post, such service shall be deemed to be made on the Working Day following the date of posting and if faxed, such service shall be deemed to be made on the date on which it is transmitted (or the next Working Day if the fax is transmitted after 17.00 hours or on a day that is not a Working Day).

7.8 No Warranty by Landlord

The Landlord gives no warranty, express or implied, that the use of the Premises or any part for any specific purpose is authorised under the Planning Acts or otherwise or that the Premises or any part are suitable for the purpose of the Tenant or for any purpose.

7.9 Accidents

The Landlord shall not be responsible to the Tenant nor to any other person for any:

7.9.1 accident, happening or injury suffered in the Premises or the Building; or

7.9.2 damage to or loss of any goods or property sustained in the Premises or the Building

save where due to any act, default or neglect of any employee of the Landlord in the Building.

7.10 Jurisdiction

7.10.1 The validity, construction and performance of this Lease (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the law of England and Wales.

7.10.2 Each party to this Lease irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim, dispute or matter arising under or in connection with this Lease or its enforceability or the legal relationships established by this Lease.

7.10.3 Each such party irrevocably waives any objection which it may have now or hereafter to proceedings being brought in the courts of England and Wales and any claim that proceedings have been brought in an inconvenient forum. Each such party further irrevocably agrees that a judgement in any proceedings brought in the courts of England and Wales will be conclusive and binding upon each such party and may be enforced in the courts of any other jurisdiction.

8. OBLIGATIONS IN SCHEDULES TO THIS LEASE

The Landlord and the Tenant mutually covenant to observe and perform their respective obligations and the conditions in the Schedules to this Lease.

9. GUARANTOR’S COVENANTS

The Guarantor covenants with the Landlord in the terms contained in Schedule 6.

10. 1995 ACT

It is agreed and declared that the tenancy hereby created is a new tenancy for the purposes of the Landlord and Tenant (Covenants) Act 1995.

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11. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

Unless otherwise expressly stated, nothing in this Lease shall create or confer any rights or other benefits pursuant to the Contracts (Rights of Third Parties) Act 1999 in favour of any person other than the parties to this Lease.

DELIVERED as a deed on the date of this Lease.

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SCHEDULE 1

The Premises

ALL THOSE premises comprising the tenth floor of the Building and shown edged red on Plan 2

1. The Premises include:

1.1 the internal plaster and decorative finishes to:

1.1.1 all walls which separate the Premises from other parts of the Building;

1.1.2 all external walls of the Building enclosing the Premises; and

1.1.3 the structural columns, supports and frame of the Building within the Premises;

1.2 any decorative finishes to any Conduits situated within the Premises;

1.3 any Conduits which now are or shall during the Term be both situated within and exclusively serve the Premises;

1.4 any concrete screed or other surface finish to the floors of the Premises;

1.5 all sanitary apparatus and fittings exclusively serving the Premises;

1.6 the entrance doors to the Premises, their door frames and all glass in those doors;

1.7 all landlord’s fixtures and fittings; and

1.8 the Winter Gardens.

2. The Premises exclude:

2.1.1 the external and other structural and load bearing walls of the Building; and

2.1.2 the walls separating the Premises from other parts of the Building; and

2.1.3 all structural columns, supports and frame of the Building situated within the Premises;

2.2 all Conduits (other than those exclusively serving the Premises) now or from time to time during the Term situated within the Premises other than their decorative finishes;

2.3 the structure of each of the floors to the Premises beneath any concrete screed or other surface finish on those floors;

2.4 the structure of any floor immediately above any ceiling to the Premises;

2.5 all roofs of the Building and all airspace within and above the same; and

2.6 all window frames and glass in the external walls of the Building.

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SCHEDULE 2

Rights Granted

The Tenant and those deriving title through or otherwise authorised by the Tenant shall have the following rights in common with others during the Term (subject always to compliance with the Regulations):

1. Subject as reserved to the Landlord pursuant to Schedule 3 paragraph at all times (meaning, for the avoidance of doubt, 24 hours a day 365/366 days a year) the right of access to and egress from the Premises on foot through the Estate Common Parts and Building Common Parts and the right otherwise to use the Estate Common Parts and Building Common Parts for the purposes for which they are intended subject to such restrictions rules and regulations as to their use as may be imposed by the Landlord pursuant to clause 4.32 (Regulations);

2. The right to connect into and use (subject to the regulations of any appropriate Authority) Conduits for the supply of services and for drainage and such other Conduits as may from time to time be available for connection to individual Lettable Units PROVIDED THAT the Tenant shall not exceed the proportion of the capacity of such services as the Landlord shall reasonably allocate from time to time with respect to the Premises having regard to the design criteria of the Building;

3. The right to connect into and use such Plant as may from time to time be available for connection to individual Lettable Units;

4. The right of support and protection for the Premises from the remainder of the Estate.

5. At all reasonable times after giving prior written notice to the Landlord the right to enter such parts of the Estate Common Parts and Building Common Parts as is reasonably necessary in order to carry out repairs and permitted alterations to the Premises PROVIDED THAT in exercising this right the Tenant shall:-

5.1 cause as little inconvenience as possible to the Landlord and to any other occupiers of the Estate;

5.2 cause as little damage as possible to the Estate Common Parts and Building Common Parts and anything within them and to make good forthwith any physical damage caused to the Landlord’s reasonable satisfaction (or if the Tenant has not repaired such damage within a reasonable period and the Landlord elects to make good any such damage itself to pay to the Landlord on demand the proper and reasonable cost incurred by the Landlord in so doing); and

5.3 procure that the person carrying out any such works shall comply with the Landlord’s reasonable and proper requirements in relation to such entry so as to cause as little inconvenience and disruption to the Landlord and to any other occupiers of the Estate as is reasonably practicable.

6. Subject to availability and on a pro-rata basis to be agreed by the Building manager (acting reasonably), the right to use the service and loading bays at allocated times for the purpose of unloading and loading only.

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7. The rights granted by this Schedule 2 may upon reasonable notice be temporarily suspended for such period as the Landlord may reasonably require in connection with the carrying out of any necessary repairs or maintenance to the Estate PROVIDED THAT the period of suspension is for as short a period as is reasonably possible, any inconvenience to the Tenant or any other lawful occupiers of the Premises is kept to a minimum and that the Landlord will use all reasonable endeavours to provide suitable alternative rights temporarily during such suspension.

8. The right to place in any space allocated by the Landlord for such purpose at the entrance to the Building a sign bearing the name of the Tenant (and any permitted occupier) which sign shall be of such design and specification and made of such materials as shall ensure uniformity of signs throughout the Building and be first approved in writing by the Landlord, which approval shall not be unreasonably withheld or delayed.

9. The right to place in any space allocated by the Landlord for such purpose within the lift lobby/lobbies relevant to the Premises a sign bearing the name of the Tenant (and any permitted occupier) which sign shall be of such design to comply with corporate branding of the Tenant (or such permitted occupier) from time to time and of such specification and materials as shall be first approved in writing by the Landlord which approval shall not be unreasonably withheld or delayed.

10. The right to install, use, retain, repair, remove and maintain fibre optic and/or other electronic communications conducting media over such parts of the Building as the Landlord shall approve (such approval not to be unreasonably withheld or delayed) and the right to enter onto such parts of the Building as the Landlord shall approve (such approval not to be unreasonably withheld or delayed) for such purposes PROVIDED THAT the Landlord shall on prior written notice at the Landlord’s cost have the right to relocate such conducting media to such location within the Building as the Landlord designates provided that such alternate location shall be no less convenient for the Tenant’s exercise of such right.

11. The right to install, retain, use, maintain, repair and replace Tenant Plant within the Plant Area as the Landlord shall approve (such approval not to be unreasonably withheld or delayed) together with the right to install and retain ducting and other conducting media to connect the Tenant Plant to the Premises and the right to enter onto such parts of the Building as the Landlord shall approve (such approval not to be unreasonably withheld) in order to access the Tenant Plant and on the giving of reasonable prior written notice to the Landlord (save in emergency) for the purpose of repair and maintenance of such plant PROVIDED THAT if the Landlord so requires by giving reasonable notice the Tenant will at the Landlord’s cost relocate such plant to an alternative location within the Building agreed by the parties acting reasonably.

12. Subject to the provisions of Schedule 3 and Schedule 8 the Landlord permits the Tenant to use the Terrace.

13. Subject to payment of the Car Park Licence Fee the right for the Tenant and its invitees to use 2 car parking spaces within the Building in such locations as the Landlord shall allocate from time to time (acting reasonably).

14. Subject to payment of the Motorcycle Parking Licence Fee the right for the Tenant and its invitees to use 2 motorcycle spaces within the Building in such locations as the Landlord shall allocate from time to time (acting reasonably).

15. The right for the Tenant and its invitees to use 14 bicycle spaces within the Building in such locations as the Landlord shall allocate from time to time (acting reasonably).

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SCHEDULE 3

Rights Reserved by the Landlord

1. All rights of support and protection afforded by the Premises and all rights of light and air and other easements (but without prejudice to those expressly hereinbefore granted to the Tenant) now or hereafter belonging to or enjoyed by the Premises from or over the remainder of the Estate or any adjacent or neighbouring land or premises.

2. The right to free and uninterrupted passage and running of water, drainage, gas, electricity, communication and other services by any Conduit or Plant forming part of the Retained Property above in or passing through the Premises and the right to enter the Premises in order to inspect, clean, maintain, repair, renew, remove, divert or make connections with any Conduit or Plant or to install any new Conduit or Plant.

2.1 To erect scaffolding for any purpose connected with or related to the Estate notwithstanding that such scaffolding may temporarily restrict the access to or use and enjoyment of the Premises.

3. All rights which the Tenant covenants to permit under the Lease.

4. The right (exercisable in accordance with the principles of good estate management) to regulate and control the use of the Estate and in particular but without limitation:

4.1 to close the public entrances to the Estate outside the Normal Business Hours and otherwise at such times as may be necessary to prevent the acquisition of any public right of way over the Estate Common Parts and Building Common Parts provided that the use and enjoyment of the Premises by the Tenant outside the Normal Business Hours is not materially adversely affected;

4.2 to make reasonable regulations for the control, regulation and limitation of pedestrian and vehicular traffic within and about the Estate and to erect such signs as may be appropriate.

5. The Landlord and its servants or agents or contractors shall be entitled at all reasonable times and on reasonable prior notice to the Tenant (except in an emergency) to enter and remain on the Premises for:

5.1 the purpose of taking reasonable steps to review or measure the Tenant’s energy and water use and its waste production or waste management, except where up-to-date information in this respect has already been provided to the Landlord by the Tenant;

5.2 carrying out works which are agreed by the Tenant (acting reasonably) and are aimed at more effective management of, or reducing, energy or water use or waste production, and for setting up and managing recycling schemes (provided that such works cause as little disruption as reasonably possible and, when complete, do not adversely affect the Tenant’s beneficial use and occupation of the Premises and that any physical damage caused by such works is made good);

5.3 for the purposes of preparing EPCs or undertaking an air conditioning inspection and, for such purposes, the right to carry out the necessary tests on equipment.

6. the right at any time to build on alter add to extend or redevelop any other part of the Estate notwithstanding any interference caused to the Premises or the Estate Common Parts and Building Common Parts and that any obstruction or interference may be caused to the access of light and air hitherto enjoyed;

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7. the right at all times upon reasonable notice (or in emergency without notice) for the Landlord to enter upon the Premises in order to build on or into the Building Main Structure or the Estate Main Structure or any dividing walls floor or ceiling making good any damage thereby occasioned to the Premises in the exercise of this right;

8. such rights as may be vested in any statutory undertaking or other body whether by express grant implication statute or otherwise;

9. the right to regulate and control the use of the Estate Common Parts and Building Common Parts and in particular (but without prejudice to the generality of the foregoing and having regard to the physical state or condition of the Estate at the time and the Landlord’s building programme) to:

9.1 make regulations for the control regulation and limitation of pedestrian or vehicular traffic thereon or on any part thereof and to erect such signs as may be appropriate provided that the Landlord shall where appropriate provide reasonable alternative access during the hours the Estate is open; and

10. use the Estate Common Parts and Building Common Parts for displays exhibitions or other forms of promotional activity and to maintain thereon such kiosks gardens features appurtenances and fittings of ornament or utility in all cases as the Landlord from time to time thinks fit provided that the Tenant’s use and enjoyment of the Premises are not materially adversely affected;

11. the right upon reasonable prior notice to enter upon the Premises for any reasonable purpose in connection with the good estate management of the Estate or the Premises.

12. PROVIDED THAT in exercising any of the rights reserved the Landlord shall :

12.1 cause as little inconvenience as possible to the Tenant;

12.2 cause as little damage as possible to the Premises and anything belonging to the Tenant within the Premises and the Landlord shall make good forthwith any physical damage caused to the Tenant’s reasonable satisfaction;

12.3 procure that the person entering shall comply with the Tenant’s reasonable security requirements and shall have due and proper regard to any other reasonable requirements which the Tenant may make concerning access to the Premises so as to cause as little disruption and interference with the Tenant’s business as is reasonably practicable; and

12.4 not enter the Premises if the purpose of entry could reasonably be fulfilled without entering.

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SCHEDULE 4

PART I

Payment of the Service Charge

1. DEFINITIONS

In this Schedule, the following words and expressions shall have the following meanings:

“Accounting Period” such annual period as the Landlord may from time to time determine and may include or may comprise any such parts of an annual period as occur at the commencement or expiration of the Term;

“Advance Payment” a payment made by the Tenant in accordance with paragraph 4;

“Base Figure” 226.8;

“Certificate” the certificate to be given in accordance with paragraph 2;

“Index” “all Items” figure of the Retail Prices Index published by the Office for National Statistics or any successor organisation and in the absence of any such index such alternative index as provides the closest comparable as the Landlord may reasonably specify;

“Initial Promotion Cap” £3,250 per annum exclusive of Value Added Tax;

“Promotion Cap” means the Initial Promotion Cap subject to review in accordance with paragraph 10 of Part 1 of Schedule 4;

“Promotion Cap Review Date” 31 December in every year of the Term the first such date being 31 December 2011;

“Promotion Cap Review Period” a period beginning on any Promotion Cap Review Date and ending on the day before the next Promotion Cap Review Date or if none until the end of the Term.

“Service Charge” a fair and reasonable proportion (as the Landlord or the Landlord through the Landlord’s surveyor (acting reasonably) shall from time to time notify in writing to the Tenant or state in the Certificate) of the Service Costs and anticipated and recurrent expenditure certified pursuant to paragraph 2; and

“Service Costs” any reasonable and proper expenditure on or in connection with any of the items specified in Parts II and III of this Schedule (except insofar as the same are the liability of the Tenant or any other tenant or occupier of any part of the Building or the Estate or would be the liability of a tenant or occupier if the relevant part of the Building or the Estate were let) and any VAT chargeable on such expenditure.

2. ISSUE OF THE CERTIFICATE

2.1 As soon as practicable after the end of each Accounting Period but in any case before the expiry of four months after the end of the Accounting Period the Landlord or its surveyor shall prepare and give to the Tenant a Certificate signed by the Landlord or its surveyor setting out:

2.1.1 the amount of the Service Costs incurred by the Landlord during such Accounting Period and a summary of the items on which it was incurred less any provision for those items made in any previous Certificate;

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2.1.2 any reasonable provision for any anticipated or recurrent (whether regular or irregular) expenditure which in the opinion of the Landlord or its surveyor (acting reasonably) ought not to be allocated entirely to a single Accounting Period;

2.1.3 the Service Charge and any balance of the Service Charge payable by or due to the Tenant, allowance being made for any Advance Payments; and

the Certificate shall be conclusive in the absence of manifest arithmetical error.

2.2 The Landlord shall if so required by the Tenant and within one month of the date on which the Certificate is given, make available for inspection by the Tenant at the offices of the Landlord or its surveyor during business hours, copies of all available vouchers, receipts, invoices or other documentary evidence sufficient to enable the Tenant to verify the accuracy of the Certificate.

3. PAYMENT OF THE SERVICE CHARGE

Within 14 days of the issue of the Certificate, the Tenant shall pay to the Landlord the sum certified as being payable to the Landlord but if a sum is certified as being due to the Tenant such sum shall be brought into account between the Landlord and the Tenant on the next following Quarter Day.

4. ADVANCE PAYMENTS

4.1 The Landlord or its surveyor may in respect of each Accounting Period at any time but not less than one month before the commencement of the Accounting Period prepare and give to the Tenant an estimate in writing of the Service Charge (“Estimate”).

4.2 Until an Estimate shall have been given, the Tenant shall pay to the Landlord in advance on each Quarter Day during an Accounting Period a sum equal to one-quarter of the Service Charge shown on the Certificate last issued or (if later and if the Landlord so requires) one-quarter of the Estimate last issued and on account of such Service Charge payable under this paragraph 4.2 an initial Advance Payment at the rate of £ per annum.

4.3 After the giving of any Estimate, the Tenant shall pay the same to the Landlord by equal instalments on the remaining Quarter Days during such Accounting Period, allowance being made for any payment made pursuant to paragraph 4.2.

5. EXCEPTIONAL EXPENDITURE

5.1 If during any Accounting Period the Landlord shall be required to incur or actually incurs heavy or exceptional unanticipated expenditure which forms part of the Service Costs, the Landlord shall be entitled to recover from the Tenant a fair and reasonable proportion (as the Landlord or the Landlord through the Landlord’s surveyor (acting reasonably) shall from time to time notify in writing to the Tenant or state in the Certificate) of the whole of that expenditure on the Quarter Day next following.

5.2 If funds collected by way of Advance Payments under paragraph 4 prove insufficient to meet an unanticipated immediate liability (and there is no reserve fund available or which may be applied to meet the liability), the Landlord may at its reasonable discretion raise money at an open market rate by way of loan or overdraft for the purposes of defraying Service Costs but not if the reason why the Landlord requires such money is as a consequence of default by a tenant of the Building other than the Tenant.

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6. OMISSIONS

Any omission by the Landlord to include in the Certificate for any Accounting Period any Service Costs incurred in that Accounting Period shall not preclude the Landlord from including those Service Costs in the Certificate for any subsequent Accounting Period as the Landlord shall determine (acting reasonably)

7. EXPIRATION OF LEASE

The provisions of this Schedule shall continue to apply notwithstanding the expiration or sooner termination of this Lease in respect of any Accounting Period then current to the period prior to such expiration or sooner termination.

8. LANDLORD’S PROTECTION PROVISIONS

The Tenant may not object to the Service Costs or any item comprised in them or otherwise on the ground that:

8.1 an item of the Service Costs included at a reasonable and proper cost might have been provided or performed at a lower cost;

8.2 the Tenant disagrees with any estimate of future expenditure for which the Landlord requires to make provision so long as the Landlord has acted reasonably and in good faith, or

8.3 the Tenant disagrees with the Landlord’s exercise of any discretion reserved to it so long as a reasonable landlord could have reached the conclusion that the Landlord has.

9. TENANT’S PROTECTION PROVISIONS

9.1 The Landlord will use its reasonable endeavours to:

9.1.1 to run the Service Charge in as transparent, efficient and cost effective a manner as reasonably possible;

9.1.2 in the event of any interruption of a service to resume provision of the relevant service as soon as reasonably practicable; and

9.1.3 provide reasonable advance notice of planned maintenance in order that the Tenant may have regard thereto in organising its affairs.

9.1.4 Where practicable consult with and have due regard to any representations made on behalf of the Tenant or Tenants in relation to the provision of or discontinuance of the Services and in particular before incurring exceptional expenditure whether pursuant to paragraph 5 above or otherwise, (save in the case of emergency) so far as reasonably practicable give reasonable prior notice to the tenants in the Estate and have due regard to any representations made by the Tenant and consider in good faith any reasonable alternatives before incurring such expenditure.

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9.2 The Landlord will only rebuild replace or renew any service charge item where in its reasonable opinion:

9.2.1 the relevant items are beyond, or are shortly to become beyond, economic repair;

9.2.2 the relevant items are beyond, or are shortly to become beyond, efficient or economic operation, or are coming to the end of their projected useful life;

9.2.3 replacement or renewal can be effected at a relatively low cost compared with the much greater cost that would probably be occasioned by postponement;

9.3 There shall be excluded from the Service Costs the following:

9.3.1 any liability or expense for which the Tenant or other tenants or occupiers of the Estate may individually be responsible under the terms of the tenancy or other arrangement by which they use or occupy the Estate;

9.3.2 any fees, costs and expenses incurred by or on behalf of the Landlord in relation to the marketing grant, re-grant or renewal of any lease of any of the Lettable Units or the review of rents in any leases granted of the Estate;

9.3.3 any costs and expenses incurred by the Landlord in rebuilding or reinstating any damage or destruction of the Estate caused by any of the Insured Risks (save and to the extent that the insurance monies are withheld due to an act or omission of the Tenant and the irrecoverable insurance monies have not been paid by the Tenant to the Landlord) or Uninsured Damage;

9.3.4 any expenditure necessitated by the wrongful act or default of the Landlord or its servants or agents;

9.3.5 any costs incurred by the Landlord in enforcing any covenants or other obligations of any other tenant or occupier in the Estate or other third party;

9.3.6 any fees, costs and expenses incurred in the initial construction fitting out and equipping of the Estate Building or the Estate Common Parts or Building Common Parts including initially providing purchasing, installing, testing and setting to work all items of plant, machinery and other facilities including for the avoidance of doubt any costs that would otherwise be included in paragraph 22 of part III of this schedule in pursuing and enforcing any claim pursuant to paragraph 22.1 in relation to the initial construction fitting out and equipping the Estate Building or Estate Common Parts or Building Common Parts;

9.3.7 any VAT incurred by the Landlord in connection with the supply of the Services or any other expenditure which is recoverable by the Landlord;

9.3.8 any expenditure covered by any policy of insurance maintained by the Landlord to cover loss of Service Charge;

9.3.9 any costs which are recoverable from a third party;

9.3.10 any costs incurred in connection with the marketing, advertising entertainment or promotion of or within the Estate or the Building save any costs incurred in connection with non income producing events and activities which are organised by the Landlord for the benefit of the tenants or lawful occupiers of the Estate provided that such costs shall not exceed the Promotion Cap.

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10.1 Until the first Promotion Cap Review Date the Promotion Cap shall be the Initial Promotion Cap and thereafter during each successive Promotion Cap Review Period the Promotion Cap shall be a sum equal to the greater of:

10.1.1     the Promotion Cap immediately before the relevant Promotion Cap Review Date; and

10.1.2     the revised Promotion Cap determined in accordance with this clause.

10.2 The Promotion Cap for any Review Period is to be determined at the relevant Promotion Cap Review Date by multiplying the Initial Promotion Cap by the last published Index figure before the relevant Promotion Cap Review Date and dividing the result by the Base Figure.

10.3 If the reference base used to compile the Index changes after the date of this Lease, the figure taken to be shown in the Index after the change is to be the figure that would have been shown in the Index if the reference base current at the date of this Lease had been retained.

PART II

The Services

A - BUILDING

1. Maintaining, inspecting, keeping in good and substantial repair, painting, treating or decorating and cleaning the Building Retained Parts and whenever the Landlord considers it necessary or desirable to do so in the interests of good estate management and in accordance with the Management Plan for the amenity of the tenants inspecting, or (where beyond economic repair) replacing, rebuilding, renewing the whole or part of the Building Retained Parts.

2. Painting or otherwise suitably decorating or treating all the outside parts of the Building usually painted or otherwise decorated or so treated, including repointing, cleaning and washing down the external stonework, brickwork, cladding and windows (including the frames) as often as necessary.

3. Maintaining, repairing, painting or otherwise suitably decorating or treating and cleaning and lighting the Building Common Parts, cleaning the windows to the Building Common Parts (inside and outside) and (whenever and to the extent considered necessary or desirable by the Landlord in the interests of good estate management and for the amenity of the tenants or lawful occupiers within the Building) and/or (where beyond economic repair) replacing such carpeting.

4. Maintaining, repairing, inspecting and whenever and to the extent the Landlord considers it necessary or desirable in the interests of good estate management and for the amenity of the tenants or lawful occupiers within the Building (where beyond economic repair) replacing or renewing the Conduits, the lifts and any other Plant within or serving the Building.

5. Heating the Building between 1 October and 30 April (both dates inclusive) during the Normal Business Hours and at such other times as the Landlord (acting reasonably) shall deem necessary or desirable in the interests of good estate management and for the amenity of the tenants or lawful occupiers within the Building and providing hot water for the toilets in the Building during the Normal Business Hours and at such other times as the Landlord (acting reasonably) shall deem necessary or desirable.

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6. Providing temperature controlled ventilation to and (where the Landlord deems it appropriate in the interest of good estate management) heating the Building or any part or parts thereof.

7. Providing toilet requisites to the toilets in the Building Retained Parts.

8. The provision and maintenance of fire alarms and sprinklers to the Building.

9. The provision and maintenance of fire signage, fire extinguishers and emergency lighting to the Building Retained Parts

10. Providing, maintaining and replacing directional signs and other information or promotional notices in or upon or adjacent to the Building including digital media signs and notices and associated management software and technological maintenance support and renewal.

11. Carrying out such works and taking such other action as may be required in order to comply with the lawful requirements or recommendations of an insurer or an Authority.

12. Insurance on reasonable terms at reasonable commercial rates of Plant and of the furnishings and contents of the Building Retained Parts and such other insurance relating to the management of the Building as the Landlord may consider prudent.

13. Providing such other services or facilities for the greater amenity of those using the Building or for the more efficient management of the Building (having due regard to the requirements of the occupiers of the Building).

14. Provision of showering and changing facilities in the Building for use by occupiers and by employees of the Landlord and anyone working at the Building in connection with the provision of the Services and the provision of associated laundry facilities

15. The provision (including the provision of fuel) operation maintenance repair and where beyond economic repair renewal of a standby generator to maintain electrical supplies to the base building life safety services.

16. Operation of goods and passenger lifts in the Building.

17. Repair cleaning maintenance inspecting and (where beyond economic repair) renewal and replacement of the goods and passenger lifts and of all plant and equipment for or in connection with the working and operation of them and (where beyond economic repair) renewing and replacing the interior lift car finishes to maintain high standards of appearance and contemporary decor.

18. The provision of pest control including appropriate preventative measures.

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PART II

B - ESTATE

1. Maintaining, inspecting, keeping in good and substantial repair, treating or decorating and cleaning the Estate Retained Parts and whenever the Landlord considers it necessary or desirable to do so in the interests of good estate management for the amenity of the tenants or lawful occupiers within the Estate (where beyond economic repair) replacing, rebuilding and renewing the whole or part of the Estate Retained Parts.

2. Maintaining, repairing, painting or otherwise suitably decorating or treating and cleaning and lighting the Estate Common Parts, cleaning the windows to the Estate Common Parts (inside and outside) and (whenever and to the extent considered necessary or desirable by the Landlord in the interest of good estate management in accordance with the Management Strategy) carpeting the Estate Common Parts normally carpeted and cleansing, repairing and (where beyond economic repair) replacing such carpeting.

3. The provision and maintenance of fire alarms, fire signage, fire extinguishers and emergency lighting to the Estate.

4. Providing, maintaining and replacing directional signs and other information or promotional notices in or upon or adjacent to the Estate including digital media signs and notices and associated management software and technological maintenance support and renewal.

5. The provision (but not the initial provision prior to the grant of the lease) maintenance upkeep and where reasonable having regard to the principles of good estate management replacement of internal landscaping and floral and seasonal displays.

6. The maintenance and upkeep of landscaping and planting within the Estate Common Parts.

7. Carrying out such works and taking such other action as may reasonably be required in order to comply with the lawful requirements or recommendations of an insurer or an Authority.

8. Pedestrian and vehicular traffic control, security, the preparation and enforcement of Regulations and the provision of customer services and facilities.

9. Insurance on reasonable terms at reasonable commercial rates of Plant and of the furnishings and contents of the Estate Retained Parts and such other insurance relating to the management of the Estate as the Landlord may consider prudent.

10. Providing such other services or facilities for the greater amenity of those using the Estate or for the more efficient management of the Estate (having due regard to the requirements and representations of the occupiers of the Estate).

11. Maintenance and repair of riser management and cable management systems in order to maximise the efficiency of Common Media

12. The provision (but not the initial provision prior to the grant of this lease) (including the provision of fuel) operation maintenance repair and (where beyond economic repair) renewal of a standby generator to maintain electrical supplies to the base building services.

13. Operation of goods and passenger lifts in the Estate.

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14. Repair cleaning maintenance inspecting renewal and replacement of the goods and passenger lifts and of all plant and equipment for or in connection with the working and operation of them and renewing and replacing the interior lift car finishes as often as necessary to maintain high standards of appearance and contemporary décor.

15. Provision of an environmental management policy statement in consultation with the Environmental Forum and implementation of an EM Plan to address the impact of occupation of the Estate through improved energy efficiency reduced water usage reduced waste disposal and reduced CO₂ emissions

16. The provision (but not the initial provision prior to the grant of this Lease) and operation of refuse collection services including waste streaming and recycling facilities

17. The provision (but not the initial provision prior to the grant of this Lease) maintenance repair and where beyond economic repair and renewal of all associated equipment including compactors (and associated equipment) receptacles and recycling equipment.

18. The provision (but not the initial provision prior to the grant of this Lease) of pest control including appropriate preventative measures.

19. In relation to the Piazza:

19.1 provision (but not the initial provision prior to the grant of this Lease) maintenance repair and where beyond economic repair renewal of lighting of all lighting within the Piazza including architectural or special features to enhance the appearance of the Piazza;

19.2 supplementation of services to the Piazza or any part provided by local authorities or business improvement district to standards commensurate with high class buildings in the area;

20. Provision (but not the initial provision prior to the grant of this Lease) and maintenance of wi-fi and other technological and digital amenities and media;

21. Provision (but not the initial provision prior to the grant of this Lease) and maintenance of security systems procedures and recovery plans to protect personal safety within the Piazza consistent with the area;

22. Provision (but not the initial provision prior to the grant of this Lease) maintenance and renewal of seasonal displays landscaping street furniture and public art;

23. Provision of a programme of events aimed at providing the Piazza with an identifiable community including the procurement of event organisers and provision of requisite licences;

24. Costs of complying with statute (existing or future) or government department local authority business improvement district or similar local representative body and insurers;

25. Employment of all necessary staff and for the proper maintenance upkeep provision of services and security to the Piazza;

26. Provision of specialist insurances.

27. Providing security and supervisory personnel and accommodation for such personnel

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PART II

OFFICE TERRACE SERVICES

1. Maintaining, inspecting, keeping in good and substantial repair, treating or decorating and cleaning the Terrace and whenever the Landlord considers it necessary or desirable to do so where beyond economic repair replacing, rebuilding and renewing the whole or part of the Terrace.

2. The provision and maintenance of the fire alarms, fire signage, fire extinguishers and emergency lighting to the Terrace.

3. Landscaping and planting of the Terrace.

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PART III

Other Service Costs

A - BUILDING

The cost to the Landlord of:

1. Providing, but not the initial provision prior to the grant of this Lease, inspecting, maintaining, repairing, where beyond economic repair replacing and renewing the fire alarm system and fire fighting equipment in the Building.

2. Providing, but not the initial provision prior to the grant of this Lease, maintaining, repairing, where beyond economic repair replacing and renewing a tenant’s name-board and directional signs and other informative signs and notices in or upon the Building or Building Common Parts.

3. Effecting insurance against any interruption of the services described in Parts II and Ill of this Schedule and any other insurances considered desirable by the Landlord (acting reasonably) in connection with employment of labour and provision of such services.

4. Whenever the Landlord reasonably considers it necessary or appropriate in the interests of good estate management installing or providing new or additional Conduits to serve the Building.

5. Operating, inspecting, cleaning, lighting, maintaining, repairing, and (where beyond economic repair) rebuilding, replacing, renewing Conduits and all party walls and fences and all passageways, stairways, entrance ways, roads, pavements, footpaths, accesses, service areas, car parks and other things the use of which is common to the Building and to other premises or paying a fair proportion (to be conclusively determined by the Landlord (acting reasonably and fairly)) of the cost of such works where they are carried out by a third party.

6. Providing, but not the initial provision prior to the grant of this Lease, inspecting, repairing, maintaining and (where beyond economic repair), replacing and renewing any structure, equipment, apparatus or device for the control or management of vehicular traffic within the Building

7. Providing, but not the initial provision prior to the grant of this Lease, and maintaining floral decorations and other landscaping and planting within the Building.

8. Furnishing and ornamentation of the Building Common Parts and maintaining, cleaning, repairing and where beyond economic repair replacing such furnishings.

9. The provision, but not the initial provision prior to the grant of this Lease, maintenance, repair and (where beyond economic repair) replacement of all receptacles, tools, appliances, materials and other things, which the Landlord (acting reasonably) considers necessary or desirable for the general management, security, maintenance, upkeep or cleanliness of the Building and the Building Retained Parts.

10. Providing security and supervising personnel and accommodation for such personnel.

11. Notional rent, insurance premiums, rates and other outgoings attributable to or relating to any accommodation (including car parking spaces whether inside or outside the Building) provided for staff employed at the Building and the cost of the supply of electricity, heating, lighting and telecommunication services to such accommodation.

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12. Providing such other services or facilities for the greater amenity of those using the Building or for the more efficient management of the Building (having due regard to the requirements and representations of the occupiers of the Building).

13. Providing, but not the initial provision prior to the grant of this Lease, inspecting, maintaining, repairing and whenever necessary (by way of repair) replacing or renewing televisual and other security systems within and serving the Building as the Landlord (acting reasonably) shall consider necessary.

14. Providing, but not the initial provision prior to the grant of this Lease, a periodic refuse collection service and/or subscribing to any service provided by the local authority and collecting and storing refuse within the Building and providing and maintaining skips, bins, refuse compactors and other necessary equipment.

15. Placing with third parties and maintaining maintenance contracts in relation to any Conduits, plant, equipment, machinery, computers, appliances or apparatus whatsoever serving the whole or any part of the Building.

16. All rates, taxes, charges, duties, assessments and all other outgoings incurred or payable in respect of the Building Retained Parts including without limitation those for gas, electricity, telecommunications, water and sewerage.

17. All proper fees incurred by the Landlord in connection with the revaluation of the Building for the purposes of its insurance as often as reasonably necessary

18. Engineering insurances on reasonable terms and at reasonable rates for lifts, boilers, air conditioning, plant and all other electrical or mechanical equipment and apparatus in the Building (including the Conduits).

19. Such insurances (on reasonable terms and at reasonable rates) other than in respect of property risks as the Landlord may reasonably effect in respect of or incidental to the Building, its operation and management.

20. All proper costs, charges and expenses of abating a nuisance and of executing all works as may be necessary for complying with any notice served by a local or other competent authority in connection with the whole or any part of the Building insofar as the same is not the liability of or attributable to the fault of the Tenant or any other tenant of the Building.

21. Making representations which the Landlord in its discretion reasonably and properly considers should be made against or otherwise contesting the incidence of the provisions of any Legislation relating to or affecting the whole or any part of the Building.

22. The proper costs of pursuing and enforcing any claim and taking or defending any proceedings which the Landlord (acting reasonably) may in its discretion make, take or defend:

22.1 against contractors, consultants, architects, consulting engineers and surveyors employed or engaged in connection with the construction and/or refurbishment and/or repair of the Building or any other third party for the remedy of a defect, repairs in or to the Building or otherwise for which they or any of them may be liable to the extent that these are not recovered from the party liable) save in relation to the initial construction fitting out and equipping of the Estate Building or the Estate Common Parts or Building Common Parts; and

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22.2 for the purpose of establishing, preserving or defending against third parties any rights, amenities or facilities used or enjoyed by the tenants and occupiers of the Building or any part of it or to which they may be entitled.

23. Complying with the provisions of all Legislation and the requirements and recommendations of the insurers in relation to the use, occupation and enjoyment of the Building.

24. Providing such other services and facilities as the Landlord shall consider ought properly and reasonably to be provided for the benefit of the Building or its occupiers or for the proper maintenance, management and servicing of any part or parts of the Building (having regard to the requirements of the occupiers of the Building).

25. Employing or instructing professional or technical advisers (including surveyors, accountants, auditors, quantity surveyors, architects, engineers, solicitors and counsel) in connection with the management of the Building and provision of the services described in Parts II and III of this Schedule and discharging their fees, charges and disbursements.

26. Interest and other charges levied in connection with any loan or overdraft raised for the purpose of defraying the Service Costs as a result of breach by the Tenant with respect to payment of Service Charge.

27. Building up and maintaining such sinking fund, reserve fund and depreciation fund as the Landlord reasonably determines is appropriate and in accordance with the principles of good estate management.

28. All other charges, assessments and expenses (if any) reasonably incurred or paid by the Landlord or on its behalf in connection with the ownership or maintenance or proper and convenient management of the Building and in the interests of the tenants of the Building.

29. Management of the Building which:

29.1 in the event of the Landlord appointing an independent surveyor or agent to manage the Building; or

29.2 in the event of the Landlord itself (or any company, subsidiary to or associated with the Landlord) managing the Building, the fees shall be calculated at the rate of 15% of the Service Costs excluding such fees and any VAT.

PART III

B - ESTATE

1. Providing, but not the initial provision prior to the grant of this Lease, inspecting, maintaining, repairing, and where beyond economic repair replacing and renewing the fire alarm system and fire fighting equipment in the Estate.

2. Providing, but not the initial provision prior to the grant of this Lease, maintaining, repairing, and where beyond economic repair replacing and renewing a tenant’s name-board and directional signs and other informative signs and notices in or upon the Estate Common Parts.

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3. Effecting insurance at reasonable rates on reasonable terms against any interruption of the services described in Parts II and Ill of this Schedule and any other insurances considered desirable by the Landlord (acting reasonably) in connection with employment of labour and provision of such services.

4. Furnishing and ornamentation of the Estate Common Parts and maintaining, cleaning, repairing and where beyond economic repair replacing such furnishings.

5. The provision, but not the initial provision prior to the grant of this Lease, maintenance, repair and where beyond economic repair replacement of all receptacles, tools, appliances, materials and other things, which the Landlord (acting reasonably) considers necessary or desirable for the general management, security, maintenance, upkeep or cleanliness of the Building and the Estate Retained Parts.

6. Providing security and supervisory personnel and accommodation for such personnel.

7. Employing and training such staff as shall be necessary for the proper and efficient provision of the services described in Parts II and Ill of this Schedule, including the cost of all reasonable health and pension scheme contributions and other employee’s benefits and all payments required by statute to be made by an employer.

8. All rates, taxes, charges, duties, assessments and all other outgoings incurred or payable in respect of the Estate Retained Parts including without limitation those for gas, electricity, telecommunications, water and sewerage.

9. Building up and maintaining such sinking fund, reserve fund and depreciation fund as the Landlord reasonably determines is appropriate and in accordance with the principles of good estate management.

10. The reasonable and proper cost of any allowances purchased by or on behalf of the Landlord in relation to the Estate pursuant to the CRC, which cost may be adjusted by the Landlord as a result of any recycling payments received by or on behalf of the Landlord, pursuant to the CRC.

11. The maintenance of electronic planned preventative or condition based management systems, systems to optimise plant or energy efficiency, associated metering and other apparatus and billing software or diagnostic systems to maximise operational performance.

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SCHEDULE 5

Covenants by Guarantor

1. That the Tenant shall pay the rents reserved by and other monies made payable by this Lease on the days and in the manner specified in this Lease and shall duly observe and perform all the covenants and conditions on the tenant’s part contained in this Lease.

2. That in case of default in such payment of rents or other monies or observance or performance of any of those covenants and conditions during the Term the Guarantor shall pay and make good to the Landlord on demand such default and shall indemnify the Landlord on demand against all losses, damages, costs and expenses thereby arising or incurred by the Landlord.

3. That the Tenant shall duly observe and perform all its obligations under any authorized guarantee agreement entered into by the Tenant pursuant to this Lease and that in case of default in such observance or performance of such obligations the Guarantor shall pay and make good to the Landlord on demand such default and shall indemnify the Landlord on demand against all losses, damages, costs and expenses thereby arising or incurred by the Landlord.

4. The liability of the Guarantor under those covenants shall not be in any way affected nor shall the Guarantor be released or exonerated by:

4.1 any neglect or forbearance of the Landlord in endeavouring to obtain payment of the rents or other monies when the same become payable or in enforcing the observance or performance of the tenant’s covenants and the conditions in this Lease or any time or indulgence which may be given by the Landlord to the Tenant;

4.2 any variation, waiver, release or modification of any of the terms of this Lease (but subject always to Section 18 of the Landlord and Tenant (Covenants) Act 1995), or the granting of any consent under this Lease;

4.3 any refusal by the Landlord to accept rent tendered by or on behalf of the Tenant at a time when the Landlord is or reasonably considers itself entitled (or shall be after the service of a notice under Section 146 of the Law of Property Act 1925) to re-enter the Premises;

4.4 the surrender of any part of or other change or modification of or to the whole or any part of the Premises and in the event of a surrender of part the Guarantor’s liability under this Lease shall continue in respect of the part of the Premises not surrendered;

4.5 any release by the Landlord of the Tenant or of any one or more of the persons (if more than one) acting as the Guarantor from any liability under this Lease; and

4.6 any other act or thing by which but for this provision the Guarantor would have been released.

5. That if this Lease is disclaimed or the Tenant otherwise ceases to be liable on its covenants in this Lease or to exist (an “Event”), the Landlord may within two months after the Event by notice require the Guarantor to accept from the Landlord a new lease of the Premises:

6. for a term equivalent to the residue which would have remained of the Term if there had been no Event;

56

7. at the same rents as are reserved in this Lease (including reviewed rents and so that if any review under this Lease is current but undetermined at the date of the Event, the rent first reserved by the new lease shall from the commencement of the new lease be the reviewed rent which in respect of the periods before and after such determination shall be payable on the terms contained in clause 3); and

8. subject to the like covenants and conditions as are contained in this Lease, the new lease and rights and liabilities under it to take effect commencing on the date of the Event; and

9. the Guarantor shall pay the Landlord’s reasonable costs incurred by the Landlord in connection with the new lease and the Guarantor shall accept the new lease accordingly and shall execute and deliver to the Landlord a counterpart thereof.

10. That if the Landlord does not require the Guarantor to accept a new lease of the Premises in accordance with paragraph 2, the Guarantor shall nevertheless pay to the Landlord upon demand an amount equal to the rents and all other outgoings that would have been payable under this Lease but for the Event for the period commencing on the date of the Event and ending on whichever is the earlier of the date six months after the date of the Event and the date on which the Premises are re-let by the Landlord and are fully income producing.

11. That without prejudice to the Landlord’s rights to recover the sums and enforce the obligations under the guarantee and indemnity contained in and to the other provisions of this Schedule, on the approval of any company voluntary arrangement or individual voluntary arrangement in respect of the Tenant (or the implementation of any compromise or scheme of arrangement or any analogous procedure to any of the foregoing in any other jurisdiction) under which the Tenant’s obligations to the Landlord are compromised in any way, the Guarantor, as principal covenantor, shall:

12. pay to the Landlord amounts equal to the sums that would have been payable to the Landlord by the Tenant or the Guarantor under this Lease on the days and in the manner specified in this Lease had such compromise not occurred; and

13. observe and perform all the covenants and conditions on the Tenant’s or Guarantor’s part in this Lease in respect of which there would have been an obligation to observe and perform had such compromise not occurred;

14. and the Guarantor’s liability under this paragraph 4 shall not be affected in any way by the Landlord voting in favour of any such company voluntary arrangement, individual voluntary arrangement, compromise, scheme of arrangement or analogous procedure.

15. That the Guarantor waives any right to participate in any review of rent under this Lease and any rights the Guarantor may have of first requiring the Landlord to proceed against or claim payment from the Tenant or any other person.

16. The Guarantor may not:

17. seek to recover from the Tenant, or any third party, whether directly or by way of set-off, lien, counterclaim or otherwise, or accept any money or other property or security, or exercise any rights in respect of, any sum which may be or become due to the Guarantor on account of the failure to observe and perform the covenants in this Lease;

57

18. in competition with the Landlord, claim, prove or accept any payment in a winding-up, liquidation, bankruptcy, composition with creditors or other form of arrangement on the Tenant’s insolvency, for money owing to the Guarantor by the Tenant; nor

19. exercise any right or remedy in respect of an amount paid by the Guarantor under this Lease, or any liability incurred by the Guarantor in observing and performing its covenants in this Lease.

20. The Guarantor warrants that it has not taken and undertakes with the Landlord that it shall not take without the Landlord’s consent any security from the Tenant in respect of the provisions in this Schedule and if any security is nevertheless taken it shall be held on trust for the Landlord as security for the liabilities of the Tenant.

21. Anything done, omitted or agreed by the Tenant is done, omitted or agreed with the concurrence of the Guarantor.

22. The Guarantor provides the covenants in this Schedule as principal covenantor.

23. For the purposes of this Schedule, references to the Tenant are to the Tenant in relation to whom the Guarantor’s guarantee is given but not any lawful assignee or undertenant of such Tenant.

58

SCHEDULE 6

Matters affecting title

The matters referred to on the registered title for Title Number NGL790607 (except any financial charges).

59

SCHEDULE 7

Regulations

1. Loading, unloading, delivery and despatch of goods is to be carried out only in the areas and by means of the entrances reasonably designated for such purposes.

2. No unnecessary obstruction must be caused in any part of the Estate Common Parts.

3. Refuse is to be kept in containers specifically approved by the Landlord and available for collection as and when specified from time to time by the Landlord (acting reasonably).

4. No sound amplification equipment shall be used in a manner which is audible outside the Premises.

5. Reasonable precautions shall be taken to avoid water freezing in Conduits within the Premises.

6. Fire escape doors and corridors are not to be obstructed nor used except in emergency or for fire drills authorised by the Landlord and to keep the fire escape corridors clean and free from litter.

7. Vehicular traffic may only use service areas for loading and unloading and no parking in or obstruction of service areas is permitted. The Landlord reserves the right to remove or immobilise vehicles which do not comply with this regulation.

8. The Premises are to be secured against intrusion when not in use.

9. If the Tenant is permitted to use pedestrian malls for transporting goods or materials such transport shall only be by means of soft-wheeled trolleys or trucks which leave no blemish on mall surfaces.

10. The Tenant must not place leave or expose any goods, materials, articles or other things whatsoever outside the Premises (save as otherwise permitted by this Lease) and must not cause any obstruction of the Estate Common Parts.

60

SCHEDULE 8

Terrace Regulations

1. OBLIGATIONS ON THE TENANT

The Tenant agrees with the Landlord as follows:

2. USE OF TERRACE

2.1 Not to alter the Terrace or its layout without the prior approval of the Landlord.

2.2 Not to bring any equipment goods or chattels onto the Terrace without the consent of the Landlord (which shall not be unreasonably withheld or delayed).

2.3 Not to bring any gas heaters onto the Terrace, such heaters being prohibited.

2.4 To use the Terrace only as ancillary to the Permitted User and for no other purposes.

2.5 Not to do or permit to be done anything which interferes with the safe operation of the Terrace or the Estate.

2.6 Not to affix or attach to the paving surface or other items of flooring of the Terrace.

3. COMPLIANCE WITH STATUTES, ETC

To comply at its own expense with any requirements which may be properly made under any Act of Parliament or the bye-laws and regulations of the local or other authority in relation to the Terrace.

4. CONDITION OF TERRACE

4.1 To ensure that all refuse and rubbish is removed from the Terrace and disposed of in the Tenant’s own waste bins.

4.2 To keep the Terrace in a clean and tidy condition at all times.

5. ADVERTISEMENTS AND SIGNS

Not to erect any name, writing, notice, sign, illuminated sign, display of lights, placard, poster, sticker or advertisements on the Terrace.

6. INSURANCE

To obtain and maintain adequate public liability insurance to cover all risks in relation to the Terrace.

7. INDEMNITY

To indemnify the Landlord, its employees and agents from and against all liability for loss of or damage to property and any other loss, damage, cost and expenses which may arise in consequence of the grant or existence of this licence or of anything done as a result of its grant or existence howsoever such loss, damage, costs or expenses shall be caused.

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8. SUSPENSION AND TERMINATION

8.1 The Landlord may suspend the right granted by paragraph 12 of Schedule 2 on any day or days or for certain hours in any day:

8.1.1 by oral notice to the person in charge of the Premises in the event of emergency; or

8.1.2 by giving to the Tenant 2 days’ written notice of the Landlord’s requirement to use the Terrace or part thereof for the purposes of maintaining the Building and/or the Estate;

8.1.3 on notice of breach until the breach is rectified.

8.2 Termination of the right granted in paragraph 11 of Schedule 2 shall be without prejudice to any accrued right of action vested in the Landlord in respect of any breach by the Tenant of its obligations under this Schedule.

9. NO WARRANTY IN RELATION TO USE

Nothing in this Schedule implies or is to be treated as a warranty to the effect that the use of the Terrace for the use permitted by this Schedule is in compliance with statutes and regulations relating to town and country planning from time to time in force.

62

ANNEX 1

Developer’s Specifications

63

Central Saint Giles

Base Building Definition

Shell & Core

Version 3.1

10th August 2009

Central Saint Giles

SHELL & CORE

Contents

1. INTRODUCTION

1.1 Purpose

1.2 Building Description

1.3 Design Criteria

1.4 Acoustic Criteria

1.5 Occupancy Standards

1.6 Building Specification

1.7 Building Services Design Life

1.8 BREEAM

2. SUBSTRUCTURE AND FABRIC

2.1 Substructure

2.2 Superstructure

2.3 Loading Criteria

2.4 External Cladding

2.5 Roofing

2.6 Tenant Plant Areas

3. FINISHES

3.1 Entrance Lobby / Reception / Ground Floor Lift Lobby

3.2 Lift Lobbies (Typical Office Floors)

3.3 Toilets

3.4 BMS / Security Room & Fire Command Centre

3.5 Cleaners Cupboards

3.6 Principal Stairs & Secondary Circulation Areas

3.7 Secondary Staircases

3.8 Internal Portions

3.9 Internal Doors, Frames and Ironmongery

3.10 Lift Car Finishes

3.11 Loading Bay

3.12 Parking Area

3.13 Plant Areas

3.14 Tenant Riser Shafts

4. SERVICES

4.1 Design Criteria for Building Services

4.2 Utilities

4.3 Drainage & Plumbing

4.4 Heating Systems

4.5 Thermal Insulation

4.6 Mechanical Ventilation Systems

4.7 Air Conditioning System

4.8 Fire Protection Services

4.9 Automatic Controls & BMS

4.10 Electrical Services

4.11 Lighting

4.12 Communications Risers

4.13 Lightning Protection

4.14 Security

4.15 Lift Installation

5. EQUIPMENT

5.1 Exterior Cladding Maintenance & Access System

5.2 Refuse Compactor & Paladins

5.3 Car Park Access Control

5.4 Re-cycling Facilities

6. EXTERNAL WORKS

6.1 Paving

6.2 Landscaped Gardens

6.3 Lighting

6.4 Wall Plaques

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

103944

Central Saint Giles

1. INTRODUCTION

1.1 Purpose

The Base Building Definition is a description of the shell and core elements of the works carried out by the Developer.

1.2 Building Description & Accommodation

The building will contain the following functions at the floor levels listed:

• Basements: Storage area with associated toilet facilities, 27 No. car parking spaces, 3 No. service bays, 21 No. motorbike parking spaces, and 206 No. bicycle parking spaces, plant spaces.

• Ground Floor: Principal office entrance from St Giles High Street into main entrance lobby and office areas with associated toilet facilities. Access from Bucknall Street to a loading bay from the service yard (which also serves adjacent buildings).

• First to tenth floors: Office space with associated toilet facilities.

• Eleventh floor: plant spaces.

1.3 Design Criteria

Principal dimensions for the various levels are as follows:

Level	Finished Floor-Ceiling (net lettable space) (1) (mm)		Raised Floor (2) (mm)
Basement—Ground		varies		none
Ground Floor		2900		150
Mezzanine		2795		150
First Floor		2900		150
Second Floor		2900		150
Third Floor		2900		150
Fourth Floor		2900		150
Fifth Floor		2900		150
Sixth Floor		2900		150
Seventh Floor		2900		150
Eighth Floor		2900		150
Ninth Floor		2900		150
Tenth Floor		2900		150

(1) When fitted out in accordance with Category ‘A’ specification

(2) Nominal overall raised floor dimension including panel and finished floor.

The building is typically planned on a 6 x 12m structural grid.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

103944

Central Saint Giles

All floors have a 1.5m planning module.

1.4 Acoustic Criteria

The Base Building design allows for the office space, subject to the completion of fit-out in accordance with the Category ‘A’ specification, to achieve a maximum noise rating of NR38 from the Base Building Services installations, without any other contributions.

The maximum noise rating from the Base Building services installations for other areas is as follows:

Ground Floor Entrance Lobby - NR45

Toilets - NR45

Open plan offices - NR38

The maximum noise level in Base Building plant rooms, with the exception of the emergency generator plant room is 90dBA.

All noise levels quoted are applicable when base building plant is running under normal operation only, i.e. not under emergency operation.

Based on the results of a noise survey at the site boundary, the cladding will be designed to allow the noise criteria described above to be achieved i.e. the combination of external noise, including traffic and building services noise will not exceed the levels stated under normal circumstances. There may be circumstances when unusual external conditions give rise to higher noise criteria, although these would be expected to be of short duration.

1.5 Occupancy Standards

Occupancy standards are as follows:

(i)	Generally	1:10 sqm net
(ii)	WCs generally (50/50 male / female)	1:10 sqm net
(iii)	Lifts	1:10 sqm net 15% for absenteeism
(iv)	Central Plant
	(a)    Cooling—generally	1:10 sqm net
	(b)    Ventilation—generally	1:10 sqm net
(v)	Means of escape—generally	1:8 sqm net (1:8.6 sqm for level 8)

1.6 Building Specification

The Developer’s works will comply with or exceed relevant applicable British Standards or British Standard Codes of Practice, Building Regulations, Quality, Assurances, the requirement of the Fire Officer, Health & Safety at Work Act, Workplace Regulations 1992. CDM Regulations and all other statutory and Local Authority requirements prevailing.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

103944

Central Saint Giles

The juxtaposition or combination of any materials, components or equipment, as necessary to form the proposed construction of the building shall be considered and provisions made to avoid any deleterious effect of such juxtaposition or combination.

1.7 Design Life

Building Services design life will generally be in accordance with CIBSE Table B18 .2

The design life of the structure is 60 years.

The design life of the envelope will generally be in accordance with BCO recommendations.

1.8 BREEAM

The building was subjected to a BREEAM for Offices 2004 assessment and achieved an ‘excellent’ rating.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

103944

Central Saint Giles

2. SUBSTRUCTURE AND FABRIC

2.1 Substructure

The basement area is a reinforced concrete box, formed by a secant piled wall to three sides, and a reinforced concrete retaining wall to the south elevation.

The basement walls are designed as being propped by the concrete basement and ground floor slabs in their final condition

Moisture Resistance

• Car Park—Grade 1

• Storage Areas—Grade 3

2.2 Superstructure

Building stability is achieved by stiff reinforced concrete shear walls located within the cores.

The superstructure above ground floor slab level consists of fire protected steel columns and beams supporting a steel deck / light weight reinforced concrete composite slab. Fire protection to be 90 minutes in general, provided by intumescent paint. The structure will be perforated to accommodate distribution of engineering services for Category A.

Transfer structures exist at levels 1 and 9 to suit amendments to the column alignment The transfer beams are designed to act compositely with the concrete slab. Isolated transfer beams are also present at levels 2, 8, 10 and 11.

Vibration performance: to response factor 8.

Staircases will be constructed of either folded steel landings and stair treads.

2.3 Loading Criteria

The floor slabs are generally designed to accommodate the following uniformly distributed live loads:

Office areas (generally)	-	3.5 kN / m2 plus 1.0kN/m2 partition loading
5% of office areas adjacent to cores (areas to be identified)	-	7.5 kN / m2 between east & west cores
Loading dock	-	10.0 kN / m2
Roof (Curved metal areas)	-	0.75 kN / m2
Plant Areas	-	7.5 kN / m2
Entrance lobby	-	4.0 kN / m2
Toilets	-	2.5 kN / m2

In addition a superimposed design dead load of 0.85 kN / sqm has been allowed in the office areas for raised floors, suspended ceilings and services. No extreme events have been allowed for. Reference should be made to the Structural Loading plans.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

103944

Central Saint Giles

2.4 External Cladding

The main cladding consists of glazed ceramic tiles on insulated aluminium panels, with clear double glazed window elements. All glazed facades and recessed areas will feature aluminium double skin facade with triple glazing and ventilated cavity with blinds and single skin facade with double glazing.

The cladding watertightness will be tested in accordance with the CWCT test methods to achieve a ‘Pass’.

2.5 Roofing

Main roof to be proprietary liquid applied waterproof membrane, rigid insulation and finished with pre¬cast concrete paviors generally in and around the plant areas and sedum outside these areas.

Flashings, copings, upstands and guardrails as required.

2.6 Tenant Plant area

Space for additional tenant plant is located at roof level 11.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

103944

Central Saint Giles

3. FINISHES

3.1 Entrance Lobby / Reception / Ground Floor Lift Lobby

Walls: veneer plaster with ceramic feature walls.

Floors: ceramic tiles with recessed walk off mat minimum 3m depth to entrance doors.

Ceiling: acoustic ceiling with integrated lighting.

Fittings: statutory signage, hall call system and tenant directory board. Reception desk and speed lanes finished in materials consistent with finishes used in the lobby and other common areas will be provided together with task chairs, reception furniture (seating and tablets). Provision for communication cables, task lighting and local heating.

3.2 Lift Lobbies (Typical Office Floors)

Walls: plasterboard.

Floors: ceramic tiles on proprietary raised floor.

Ceiling: acoustic ceiling and plasterboard, emulsion, integrated and appropriate direct and / or indirect lighting scheme.

Fittings: statutory signage.

3.3 Toilets

The quantity of sanitary fittings provided, based on the applicable codes and regulations will meet the requirements for an average population density of one person per 10sqm at a 50% : 50% male to female ratio.

Four disabled person toilets are provided on each office floor, except on the smaller levels 8-10

Cubicles / doors: toilet cubicle partitions and doors to be solid core construction with lacquered finish.

Walls: Generally white and red lacquered painted panels to dry areas with ppc skirtings

Floors: ceramic tiles.

Ceilings: plasterboard and emulsion, integrated and appropriate lighting scheme.

Fittings: PMMA vanity units with inter rated basins, white glazed vitreous china sanitary fittings, high quality mixer taps / waste stainless steel paper towel dispenser / disposal bin, mirrors over basins, full height mirrors, make up / bag shelf in WCs. Grab rails to disabled WCs. Visible plumbing to be chromed.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

103944

Central Saint Giles

3.4 BMS / Security Room & Fire Command Centre

Walls: painted plasterboard.

Floors: vinyl flooring on raised floor and skirting.

Ceiling: metal suspended ceiling.

3.5 Cleaner’s Cupboard

Cleaners cupboards will be provided on floors ground and 1-10 inclusive.

Walls: painted plasterboard with sink complete with integral splashback.

Floors: ceramic tiles

Ceilings: exposed.

Fittings: cleaners sink, shelving.

3.6 Principal Stairs & Secondary Circulation Areas (Finishes same to both areas)

Walls: drylining and emulsion.

Floors / landings / treads / risers: rubber

Skirting / strings: steel.

Ceilings / stair soffits: painted steel generally.

Balustrades / handrails: appropriate quality for principal staircase.

Fittings: statutory signage.

3.7 Secondary Staircases (in plant areas)

Walls: drylining and emulsion.

Floors / landings / treads / risers: steel with rubber finish throughout.

Ceilings / stair soffits: painted.

Balustrades / handrails: painted metal.

Fittings: statutory signage.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

103944

Central Saint Giles

3.8 Internal Partitions

Cores are constructed from in-situ reinforced concrete with plasterboard lined stud partitions. Dry-lined partitions have not been used to construct pressurised ducts unless lined with metal ductwork. Partitions will have a suitable fire rating where they enclose a protected shaft, stairway, lift shaft, services riser shaft ductwork or form a fire division wall. Partitions in toilet or other potentially wet areas to be moisture resistant grade

Partitions in plant areas, the car park and service yard area will be constructed from in-situ concrete or blockwork.

3.9 Internal Doors, Frames & Ironmongery

Internal doors including office stair core lobbies to be painted flush timber with matching door frames. These doors have high quality ironmongery as supplied by the manufacturer. Minimum 150mm smoke reservoir/overpanel to be provided to stair doors.

Suited locks are to be provided.

3.10 Lift Car Finishes

Passenger lifts and Fire fighting lift Cars: appropriate wall finishes (high gloss lacquered mdf with half height mirror to rear wall or similar), white enamelled steel internal and external doors, ss operating buttons integrated within walls, ceramic floors & ceilings comprising of plasterboard panels with integrated lighting. Hooks for protective drapes will be provided in one of the passenger lifts. Fire fighting lifts: standard finish.

Goods Lift Car: stainless steel walls, chequer plate floor and white ceiling. Internal and all external doors are polished stainless steel.

3.11 Loading Bay

The loading bay is accessed at street level from Bucknall Street. The yard is sized to receive local authority refuse lorries.

Walls: Epoxy paint finish up to height of 2m, emulsion paint finish above. Walls to be insulated to meet Building Regulations requirements.

Floors: liquid applied water resistant traffic topping or equivalent finish.

Ceilings: insulated with hard decorated finish.

Insulation: all external surfaces will receive insulation to maintain the continuity of the exterior wall insulation.

Fittings: statutory signage, armco barriers and steel bollards at entrance.

Doors: manually operated uninsulated roller shutter door or similar.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

103944

Central Saint Giles

Equipment: see Section 5.2.

3.12 Parking Area

Walls: fairface blockwork with dust sealer.

Floors: liquid applied traffic topping or equivalent finish. Parking spaces will be designated by white lining.

Ceilings: insulated with hard finish.

Equipment: see Section 5.3.

3.13 Plant Areas

Walls: fairface concrete or blockwork and emulsion paint finish.

Floors: trowelled concrete and floor paint generally, asphalt or equivalent tanking in “wet” areas.

Ceilings: fairface and emulsion.

Fittings: statutory signage.

3.14 Tenant riser shafts

To be provided in cores including fire resisting access provision.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

103944

Central Saint Giles

4. SERVICES

4.1 Design Criteria for Building Services

Mechanical
External Design Condition:
Summer	29°C db, 20°C wb
Winter	-4°C db, -4°C wb
Internal Design Conditions:
Offices Summer	22°C db ± 2K (no humidity control)
Offices Winter	22°C db ± 2K (no humidity control)
Stairs	18°C minimum (heated only)
WC Areas	20°C minimum 25°C expected peak summer
Reception
Winter:	20°C (nominal) depending on level of use of pass doors.
Summer:	24°C (nominal) depending on level of use of pass doors.
Note: The temperature in the reception area will vary depending on the use of the pass doors. It is not possible to maintain stable temperatures when the pass doors are used and it will take some time for the nominal temperatures to be recovered once the doors have been closed.
Plant Rooms & Storage Areas	10°C minimum
Lighting and Power Load Densities for Cooling
Base Loads
Lighting	12W/m2
Small Power
Office	15W/m2
Additional Small Power
Capacity in riser pipework	10W/m2
Fresh air supply	12I/s per person plus 10% allowance for meeting rooms

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

103944

Central Saint Giles

Electrical
Design Criteria for Office Floors:
Lighting	12-13 W/m2
Small Power
Office	15W/m2
Additional Small Power
Capacity in rising busbars	10W/m2
Mechnical Plant allowance in Cat A	3W/m2
Plumbing
Design Criteria for Office Floors:
Water Storage Allocation:	20 litres per day per person
Rainwater:	BS EN 12056-3: 2000.

4.2 Utilities

Electrical:

Electrical power is provided to the building by EDF at 11kV. The incoming EDF HV switchgear is in the basement area. Metering is provided by EDF at their incoming room at 11kV level.

Telecommunications:

Two incoming telecommunications rooms are provided at basement level. each with sleeved incoming locations and a cable tray network providing potential for duplicate services from telecommunications service providers.

Water Services:

One incoming mains water supply installed by Thames Water from the mains consisting of one metered domestic supply and one fire main supply. Metering is provided by Thames Water for the domestic service.

Drainage and Plumbing:

The building waste water and drainage installation is divided into two systems; foul and surface water. Discharge is via a combined connection to the sewer.

Gas:

One mains gas supply (metered) from Transco services the building boiler plant. Metering is provided by the gas shipper at the incoming meter room with branch Tee connection facility for tenant kitchens.

4.3 Drainage and Plumbing

The plumbing system consists of mains water supply service, storage tanks, piping distribution, pumps, central hot water heaters and waste water drainage pipework.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

103944

Central Saint Giles

Interior Water System:

A complete cold water distribution system to supply water to all fixtures, water consuming equipment, hot water heating equipment water points and valved outlets for the use of other building services is provided. The systems are complete with all pipes, fittings, valves, mains, risers, branches, controls, hangers, anchors, tests, etc, as required to make the system complete. The system is divided into mains pressure and booster pump systems. The mains pressure system includes domestic supply service with the required meter and meter accessories, fire protection services, supply to the domestic water and fire protection storage tanks, cold water supply to booster pumps. The booster pump system serves all building domestic water requirements (i.e., toilet fixtures, drinking water, HVAC requirements etc). Hot water is provided by central hot water calorifiers. Temperature is maintained in the hot water service pipework by recirculation, to minimise trace heating. An additional recycled water system provides recovered grey water from cooling towers for toilet flushing in the main office cores.

Foul Drainage:

A complete sanitary plumbing system is provided to convey all foul and waste water from the building into the adjacent sewers via common foul and surface water outfalls. The system is complete with all pipes, fittings risers, branches, hangers, anchors, pits and controls etc as required to make the system complete. All connections above the sewer surcharge level are discharged via gravity. The connections below the sewer surcharge level are discharged to a pumped system.

Surface Water Drainage:

A complete surface water system is provided to convey all rainwater discharge from roofs, terraces, and paved areas to rainwater storage tanks and/or the adjacent sewer via common foul and surface water outfalls. The majority of rainwater falling onto the site is collected. All connections above the sewer surcharge level are discharged via gravity. The car park will be provided with a petrol interceptor. Drainage from the cavity wall will be taken to collection sumps. Recovered rainwater is available for irrigation and washdown.

The design capacity of Rainwater system is 150mm/hour. Rainwater stacks will drop through the cores.

Condensate Drains:

Condensate from fan coil units will drain to falls into a common condensate drainage system. The condensate riser will discharge at basement level over a suitable gulley. Condensate from air plant cooling coils will discharge locally over a plant room gulley. The system has been designed without the need for condensate pumps.

Provision for Tenant Kitchenette / Vending:

Provision for the following plumbing services are provided for future extension by the Tenant on each level from ground to tenth within each core.

Water Services:

22mm Drinking water connection valved and capped in risers in all cores.

Drainage Piping:

54mm capped connections in the riser in all cores.

Ventilation Piping:

42mm capped connections at high level within risers at core areas.

Washdown Facilities:

Washdown points will be provided in the loading bay and car park.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

103944

Central Saint Giles

4.4 Heating Systems

The central boiler plant consists of biomass fired boilers and gas fired hot water boilers, together with the associated piping and pumps. The boiler installation is sized to meet 120% of the base building load.

A constant temperature heating circuit with two variable volume pumps serves the fan coil units.

Capped outlets are provided from the flow and return heating water risers for extension to the heating coils in each fan coil unit serving the perimeter of the building provided as part of the works covered by the Category ‘A’ Specification.

Entry or exit points from staircases or exit corridors to the exterior are provided with electric heaters.

4.5 Thermal Insulation

Thermal insulation of all chilled water and hot water piping as well as other equipment, flues, ductwork, etc is provided as required. Chilled water and horizontal rain water pipework in return air ceiling voids is insulated and is provided with a vapour barrier.

Services piping exposed to atmosphere is electrically trace heated and insulated.

4.6 Mechanical Ventilation Systems

As part of the smoke control system the four fire fighting staircases, fire lifts and their lobbies are ventilated by a proprietary powered smoke ventilation shaft approved by building control.

The following spaces are mechanically ventilated as indicated:

Toilet Extract	10 air changes / hr, with duty standby fans
Car Park	6 air changes / hr normal & 10 air changes / hr smoke extract
Basement & Sub Basement plantrooms	1.5 air changes / hr normal & 10 air changes / hr smoke extract

Toilet ventilation is provided by means of an extract duct riser which is connected to the horizontal extract ductwork in the toilets. The extract riser connects to duplex fans located on the roof plant level. Supply air is transferred from the adjacent office areas.

A mechanical smoke clearance system is provided to serve the office floors using the office air conditioning extract ductwork. Smoke extract fans are provided at the top of each core discharging to atmosphere. The smoke clearance system provides 6 air changes per hour extract for one floor only operation.

A dedicated ventilation duct is provided to the oil storage room.

Smoke ventilation systems are provided to basement areas.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

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Central Saint Giles

4.7 Air Conditioning System

The central refrigeration plant consists of water cooled water chillers in the basement with their associated primary and secondary pumps, valves, controls, lagging etc. The Cooling Towers are located on the Level 11 roof plant space and discharge to atmosphere.

The plant is provided with an automated control system.

The secondary chilled water pumps circulate chilled water to the central air handling plant and to looped and valved connections on each floor for connection to fan coil units, which form part of the Category ‘A’ Works.

Central primary air handling plant is provided in the basement plantrooms to serve the office areas. Each air handling plant comprises; inlet dampers, filters, heating coil, heat recovery coil, cooling coil, supply fans, attenuators and controls. Supply air is distributed via sheet metal ductwork through the core, with branches serving each floor. Extract air ductwork is provided within the ceiling void at each floor level in each core. Air is extracted via sheet metal ductwork to the fans located on the basement where it is exhausted to the car park following heat recovery via run-around coils.

The entrance hall will be conditioned by a dedicated air handling unit on the mezzanine level.

Space for future humidification is provided in the Air Handling Units.

Smoke extract fans are located at roof level connected to the extract duct system. Smoke extract will be achieved with associated motorised smoke dampers.

4.8 Fire Protection Systems

Sprinklers and dry riser systems will be provided as follows:

• The building will be protected by an automatic sprinkler system.

• Sprinkler spacing in office areas will be based on Ordinary Hazard II Classification. Installation is part of the works covered by the Category ‘A’ Specification.

• Sprinkler spacing in basement and car park areas will be based on OH III Classification.

• Ceiling void sprinkler heads are not required, providing non-combustible construction is maintained within the ceiling void (used as a return air plenum) in accordance wit the District Surveyors standards.

• A separate dry riser system will be provided to each fire fighting shaft including outlet valves at each floor level and fire brigade inlets on the outside of the building.

• Any areas subject to freezing will be provided with adequate protection.

The fire alarm system will be L2 classification, analogue addressable, operating phased evacuation with voice speakers.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

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Central Saint Giles

On each office floor a fire alarm interface unit will be installed for the Category ‘A’ Specification and Tenant Fit-Out works.

To provide L2 classification, smoke detectors will be provided in escape stairs, escape route corridors, any areas (such as lobbies) that form part of the escape route and rooms that open onto the escape routes. In the open plan office areas, full coverage is achieved by the Category ‘A’ system

4.9 Automatic Controls & Building Management System

The automatic control and Building Management System (BMS) is a microprocessor based system comprising stand-alone “intelligent” outstations which control and monitor the services installation, connected together via a digital communication network back to central date gathering and reporting supervisory station.

The intelligent outstations are distributed throughout the building with the plantrooms and service risers adjacent to plant. The outstations are capable of local interrogation and have a battery backed-up memory.

The operators supervisory terminal comprises dynamic colour graphics display, printer and central data processing unit providing priority based alarm handling and historical data file processing.

The system is capable of a 20% extension by the Tenant.

The system software comprises:

• Priority based alarm handling

• Historical data files

• PID control loops

• Fixed time and optimum start / stop control of plant

• Password security access

The system will monitor and control:

• All ventilation and air conditioning plant

• Chilled water system plant

• Internal and external environmental conditions

• Operational status of all plant

• Utility metering

• Power supply status

• Leak detection systems

The duration of the battery back up for BMS outstations to retain their memory settings is 72 hours.

As part of the lift package, an elevator control system will be provided. The BMS will monitor when fire fighting lifts are operating on emergency power.

An automatic blind control system will operate the facade blinds located in the triple glazed facade elements that form some parts of the building envelope. The system will operate blinds in response to solar radiation levels and calculated solar angles for each facade orientation and will operate blinds in groups, generally three at a time. Local over-ride is provided by hand-held or wall mounted controllers for use by occupants. Reprogramming of zones and operation can be achieved to suit tenant CAT B requirements.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

103944

Central Saint Giles

4.10 Electrical Services

The electrical installation consists of the following major elements:

• Single incoming EDF 11kV supply

• Transformer installation with one full unit redundancy

• Emergency lighting in accordance with BS 5266

• A building earthing system throughout in accordance with the relevant British Standards

• Dedicated earth bars for service providers in incoming telecommunications rooms

• Rising bus-bar mains utilising plug-in tap-off units on each floor for Tenants Fit-Out of distribution boards

• Central Power factor correction

• Base Building generator set to supply life safety system

Space allocation will be provided for Tenants standby generation.

4.11 Lighting

Entrance Lobby / Reception / Ground Floor Lift Lobby: recessed downlighters, suspended spotlights and wall washers.

Lift Lobbies (typical office floors): recessed downlighters and suspended spotlights

Toilets: downlighters and linear fluorescent fittings under PIR control.

BMS / Security Room and Fire Command Centre: fluorescent fittings.

Cleaners’ Cupboards: fluorescent fittings.

Stairs: high quality fluorescent fittings.

Stair and Fire Fighting Lobbies: high quality fluorescent fittings.

Loading Bay and Parking Area: external quality fluorescent fittings.

Plant Areas: fluorescent fittings.

Emergency lighting will be self-maintained battery units within the fittings (provided in accordance with statutory requirements).

Lighting levels are as follows:

• Toilets / circulation: 200lux

• Car Park / Service Area / loading bay: 100Iux at floor level

• Stairs and landings : 200 lux

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

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Central Saint Giles

All Landlord’s lighting in entrance areas, atrium and service yard to be controlled by master astronomical time clock with override facility.

4.12 Communications Risers

From the telecommunications room to the telecommunications risers at basement level and rising through the building there are two number 600mm wide cable trays per riser rising vertically within the telecommunication risers in core 1. Two number 450mm wide cable trays are installed in each of the two additional telecommunications risers, one located in cores 2 and the other in core 3.

4.13 Lightning Protection

The building superstructure and foundations serve as the main building lightning protection earthing point A lightning protection system is installed to BS EN: 62305:2006 on the roof areas interconnected with foundations by means of connections to the building steel frame. All roof installed equipment is connected to the roof lightning protection system.

4.14 Security

A CCTV system, linked to the security room, monitors in the service yard area, car park area and all entrances / exits.

Conduits linked to the security room will allow later installation of door and ground floor window monitoring system.

An intercom is provided between the front door and car park entry to the security room.

The base build system will allow extension to allow use by tenants in a multi-let situation.

Containment to allow for the future provision of security devices on each floor entry point will be provided.

Containment to allow for the future provision of turnstiles and / or pass gate to Ground Floor Main Entrance Lobby

4.15 Lift Installation

There will be 12 No. 21 person, 1600kg passenger lifts serving the office floors.

The group of cars are based on a population density of one person per 10m² assuming 15% absenteeism and will provide an average interval time of less than 30 seconds with a five minute handling capacity of approximately 15%. Hall call destination control will be utilised.

Fire Fighting Lifts: Two of the twelve passenger lifts in core 1 also double as fire-fighting lifts, with dual entry to the main lift lobby and fire-fighting core. There are also 2 No. additional fire fighting lifts rated at 630kg and lm per second, serving basement to tenth and seventh floors in cores 2 and 3 respectively.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

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Central Saint Giles

Goods Lift: There are 3 No. goods lift rated at 2500kg and 1.0m per second. Two serve basement to tenth floors, the other serves the loading dock to main basement level. The lift cars are nominally 1500mm wide, 3000mm deep and 2500mm high, which will permit carriage of standard proprietary partitioning systems.

Car Lifts. 2 No. car lifts shall provide access off Bucknall Street to the basement. The Car lifts are suitably sized for luxury cars (3000mm wide, 6100mm deep and 2600mm high) with a carrying capacity of 6000kg. Consideration has been given to plant replacement of items that might be located in the basement.

Two way intercom system linked to the fire command centre and security room is provided from each lift.

All lifts are machine room-less with the exception of the car lifts.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

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Central Saint Giles

5. EQUIPMENT

5.1 Exterior Cladding Maintenance and Access System

Specialised access equipment, mechanised as appropriate, is provided to allow cleaning and maintenance of the external façades.

5.2 Refuse Compactor and Paladins

Refuse paladins and a refuse compactor incorporating a skip unit (capacity of 1.6 cubic metres) are provided in the loading bay area.

5.3 Car Park Access Control

A remotely operated access control system will be provided to open and close the doors at the entrance to the car lifts.

5.4 Re-cycling facilities

Space to be provided for skips / bins / compactor for waste recycling in the loading bay area and the basement.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

103944

Central Saint Giles

6. EXTERNAL WORKS

6.1 Paving

Reinstatement of pavements to all street elevations of building.

Reinstatement of loading bay and access road to adjacent property.

Formation of new cross-overs.

Installation of stainless steel studs in the pavement to mark boundary of legal title.

6.2 Landscaped Gardens

Roof gardens on level 8 and 10 are decked with polypropylene and wood fibre planks and feature a varity of plants contained in GRP troughs

6.3 Lighting

External lighting to the building is provided to meet statutory requirements at ground floor entrance and service and car park entry points; all controlled by central time clock.

BASE BUILDING DEFINITION FOR SHELL & CORE SPECIFICATION

103944

CENTRAL SAINT GILES

Category ‘A’ Specification

Version 2

30^th July 2008

Central Saint Giles

CATEGORY ‘A’ SPECIFICATION

Contents

1. Introduction

2. Office Finishes

2.1 Walls

2.2 Floors

2.3 Suspended ceilings

2.4 Window Blinds

2.5 Internal Signs

3. Basement Storage / Ancillary Area Finishes

3.1 Walls

3.2 Floors

3.3 Ceilings

4. Office Services

4.1 Air Conditioning

4.2 Controls

4.3 Heating Pipework

4.4 Chilled Water Pipework

4.5 Sprinkler Installations

4.6 Lighting Installations

4.7 Life Safety Systems

4.8 Earthing

5. BASEMENT STORAGE / ANCILLARY AREA SERVICES

5.1 Mechanical

5.2 Electrical

CATEGORY ‘A’ SPECIFICATION- Revision 2: 30 July 2008

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BASE BUILDING DEFINITION - SHELL & CORE

1.0 Introduction

The purpose of this Specification is to describe works by the developer in finishing the office areas to Category ‘A’ standard.

It should be read in conjunction with the Base Building Definition.

2.0 OFFICE FINISHES

2.1 Walls

Mist coat plus three coats of vinyl matt emulsion finish is provided on core walls, internal and external columns and other exposed walls in office areas.

2.2 Floors

Medium grade (to PSA Method of Building Performance Specification MOB PF2 PS/SPU March 1992) raised access flooring with a nominal depth of 150mm on all office floors (inclusive of panel and finished floor), comprising 600 x 600mm tiles. The minimum floor void depth shall be not less than 100mm. Note: the MOB loadings for medium grade are as follows:

Concentrated static load: Not less than 4.5 kN over 300 mm² and not less than 3.0 kN over 25 mm² Uniformly distributed load: Not less than and 8.0 kN/m2.

All necessary plenum barriers, fire breaks and closure details are provided.

The concrete floor has a sealant applied to it prior to the installation of the raised floor.

Anti-static heavy wear medium contract carpet tiles throughout e.g. interface cut or loop file (Palette or Resource range) or Mannington fusion bonded (Roca, Mapeira or Spoletto range) colour range to be appropriate for office use.

Recessed skirting to the drylined core walls.

2.3 Suspended Ceilings

Suspended ceiling comprising fully accessible polyester powder coated perforated metal pan ceiling files, fixed into a non-visible drop-in suspension system. Suspended ceiling includes fully recessed luminaires / downlighters, and grilles etc, fire stopping, access panels and insulations matting fully concealed in black plastic wrapping. Suspension system and fixings are of galvanised steel.

The ceiling plank system is laid out on a 1500mm modular grid centred on the base building grid.

Perimeter polyester powder coated solid metal margin complete with fully recessed luminaries / downlighters and slot diffusers as necessary. Plasterboard margins bulkhead to perimeter on galvanised steel suspension system, skim coat plaster, mist and three coats of emulsion

The office ceiling system has an acoustical absorption NRC value of approximately 0.8.

2.4 Window Blinds

5% perforation roller blinds are fixed in front of all external windows.

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2.5 Internal Signs

Statutory signs are provided in net lettable space as follows:

Fire exits

Fire doors

Fire fighting lift lobbies

Dry riser inlets / valves

All other statutory signs as required

3.0 BASEMENT STORAGE I ANCILLARY AREA FINISHES

3.1 Walls

Paint grade blockwork and emulsion.

3.2 Floors

Sealed concrete, vinyl on concrete with vinyl skirtings.

Car park - sealed concrete.

3.3 Ceilings

Concrete and emulsion.

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4.0 OFFICE SERVICES

4.1 Air Conditioning

The office areas are heated and cooled by fan coil units within the ceiling void. Fan coils at the perimeter will be 4-pipe types to provide both heating and cooling. Fan coils in internal areas will be 2-pipe types and will provide cooling only. Conditioned ventilation air is provided via low pressure sheet metal ductwork extended from the central supply system.

Chilled water and low pressure hot water pipework distribution is provided on each floor to serve fan coil units.

The fan coil units around the perimeter are generally spaced at one per 6.0 by 4.5m deep zone in (27m²) and in interior zones at a maximum of 1 per 80m².

The sizing of the fan coil units includes for the cooling loads due to solar gain, small power and lighting and for the population density specified under the services design criteria sub-section of the Base Building Definition.

Air is supplied via diffusers. The air is returned to the void via return air grilles and perimeter air slots.

The perimeter ceiling detail is compatible with achieving an average room-to-room octave band sound level difference over the range 125Hz-4kHz of 38dB.

In interior office areas air is supplied via ceiling supply grilles. Air in interior offices is returned to the ceiling void via return air grilles.

All insulation material is sealed or otherwise stabilised to prevent migration of fibre particles into the return air ceiling plenum.

Extract air is removed from the ceiling void via sheet metal ductwork at the core.

4.2 Controls

Every fan coil unit is provided with an intelligent unitary controller and an associated temperature sensor with a length coiled cable to allow for partition or column mounting at a later date.

The heating and cooling coils in the fan coil units are sequentially modulated in order to maintain room set point conditions.

The Category ‘A’ controls are fully compatible with the Base Building BMS and interface is provided with the Building Control system for warm up / cool down and fire mode functions.

4.3 Heating Pipework

All heating pipework is insulated.

All insulation material is sealed or otherwise stabilised to prevent migration of fibre particles into the return air ceiling plenum.

The fan coil unit heating coils are served with low temperature hot water from a pipework distribution system located in the ceiling void.

4.4 Chilled Water Pipework

All chilled water pipework is insulated and vapour sealed.

All insulation material is sealed or otherwise stabilised to prevent migration of fibre particles into the return air ceiling plenums.

The fan coil unit chilled water coils are served with chilled water from a pipework distribution system located in the ceiling void.

4.5 Sprinkler Installation

Sprinklers and associated pipework protecting the useable office areas are extended from the termination points of the Base Building system.

The building is approved without ceiling void sprinkler heads, provided that the Tenant does not install combustible material within this void. As defined in Section 20 of the LDSA Guide.

This work includes piping and connections to the sprinkler piping left at the core to be extended to the office floor.

Sprinkler spacing in office areas is on the basis of Ordinary Hazard Classification 2 and is generally laid out on a 4m x 3m grid with additional capped connections at the perimeter.

The sprinkler heads are of the semi recessed flushed plate type, subject to DS and insurer approval.

4.6 Lighting Installation

Office lighting wired in flexible plug-in wiring is configured from circuits on Tenants lighting distribution boards located in on-floor electrical riser cupboards. Switching is by central on-floor control.

Typical luminaires provided are T5 fluorescent lamp, recessed modular type, with electronic starters with a reflector and a louver assembly in accordance with the spirit of LG7, subject to the limitations of Building Regulations for efficiency of luminaires.

Luminaires at emergency exits and 5% of the total on-floor are provided with self contained battery—inverter packs giving 3 hours emergency operation necessary for escape lighting. The emergency lighting circuits are un-switched and run separately.

The average lighting level in open plan office spaces (at desk height) is approximately 350 lux. The Lighting level in emergency model is 1 lux.

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Daylight controlled dimming and occupancy-sensing switching are provided to aid compliance with Building Regulations Part L2.

4.7 Life Safety System

Life safety system speakers are provided throughout the office spaces to achieve a minimum of 65dba for open plan offices. The speakers are connected to the voice evacuation system provided on each office floor as part of the works covered by the Base Building Definition. Sounders are provided to basement and roof areas.

4.8 Earthing

Raised floors and suspended ceilings are earthed in accordance with the requirements of BS7671.

Underfloor systems will be earthed once for every 13m²

The shell and core power installations will consist of a rising bus bar in the tenants electrical cupboard. The category ‘A’ installation will consist of a tap off box on the bus bar and a distribution board to serve the lighting and the fan coils. Small power distribution, including the distribution, including the distribution board and tap off box, will be provided by the tenant as Category works.

5.0 BASEMENT STORAGE / ANCILLARY AREA SERVICES

5.1 Mechanical

The basement has a dedicated extract system. Fresh air is provided from the office plant.

Additional heating is provided via local electric heaters where necessary.

The heating and ventilating controls are connected to the Base Building BMS.

Sprinklers are provided in accordance with section 4.5.

5.2 Electrical

Fluorescent lighting via exposed pendant fittings with emergency lighting in accordance with statutory requirements.

Small power is provided for cleaning and maintenance.

Life safety system sounders and smoke sensors are provided in accordance with Section 4.7.

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SIGNED as a DEED by CENTRAL SAINT GILES GENERAL PARTNER LIMITED acting as general partner of CENTRAL SAINT GILES LIMITED PARTNERSHIP by a director and its secretary or two directors	) ) ) ) ) )
	Director /s/ Andrew Banks
	Director /s/ [illegible]

84

DATED	May 31, 2013
SPECIFIC MEDIA UK LIMITED	(1)
and
MIDASPLAYER.COM LTD (TRADING AS KING.COM)	(2)
AGREEMENT FOR ASSIGNMENT OF LEASE relating to 10 Floor, Central St. Giles, St. Giles High Street, London WC2

CONTENTS

1	INTERPRETATION	1
2	LANDLORD’S CONSENT	3
3	AGREEMENT FOR ASSIGNMENT OF LEASE	4
4	CONDITIONS	4
5	CONDITION OF THE PROPERTY	5
6	OCCUPATION	6
7	DEDUCING TITLE	6
8	TITLE GUARANTEE	6
9	MATTERS AFFECTING THE PROPERTY	...6
10	VAT	6
11	COMPLETION	7
12	ENTIRE AGREEMENT	7
13	JOINT AND SEVERAL LIABILITY	7
14	NOTICES	7
15	COSTS	8
16	RIGHTS OF THIRD PARTIES	8
17	GOVERNING LAW AND JURISDICTION	8
SCHEDULE 1 DISCLOSED MATTERS		9
SCHEDULE 2 FIXTURES AND FITTINGS		10

i

DATE OF AGREEMENT FOR ASSIGNMENT OF LEASE                      2013

PARTIES

(1) SPECIFIC MEDIA UK LIMITED (Company Number 04023273) whose registered office is at 10^th Floor Central St. Giles, 1 St. Giles High Street, London WC2H 8AG (“Assignor”)

(2) MIDASPLAYER.COM LTD (trading as King.com) (Company Number 04534247) whose registered office is at 16 Dufours Place, London W1F 7SP (“Assignee”)

INTRODUCTION

A The Assignor owns the leasehold of the property at 10^th Floor Central St. Giles, 1 St. Giles High Street, London WC2H 8AG and has agreed to grant the Assignee a lease of the Property on the terms contained in this agreement.

B The assignment of the Lease is subject to consent being granted by the Landlord to this assignment and to a licence to alter in relation to the Assignor’s Fit Out Works.

IT IS AGREED THAT:

1 INTERPRETATION

1.1 The definitions in this clause apply in this agreement.

Agreement for Underlease: an agreement for underlease relating to the 2^nd, 3^rd and 5^th Floors, 16 Duffours Place, London W1F 7SP dated today’s date and made between (1) Midasplayer.com Ltd (trading as King.com) (2) Specific Media UK Limited and (3) Interactive Media Holdings Inc.

Assignee’s Conveyancer: Fox Williams, Ten Dominion Street, London EC2M 2EE (Reference: Elizabeth Ruff M/1095/1)

Assignor’s Conveyancer: Squire Sanders (UK) LLP, 7 Devonshire Square, London EC2M 4YH (Reference:. GT/SPE.269-0001).

Assignor’s Fit Out Works: the works carried out at the Property by or on behalf of the Assignor

Base Rate: the base rate from time to time of Barclays Bank PLC.

Completion Date: 1 June 2013 or if later the date 3 working days following the date upon which the last of the Conditions Precedent are satisfied.

Condition: any one of the Part 1 Conditions.

Conditions Precedent: both (1) the obtaining of Landlord’s Consent and (2) the satisfaction of the condition in clause 4 of the Agreement for Underlease.

Contract Rate: interest at 4% above the Base Rate.

Fixtures and Fittings: those items listed at Schedule 2.

1

Landlord: Central St. Giles Limited Partnership.

Landlord’s Consent: consent by the Landlord to the assignment of the Lease to the Assignee and to the Assignor’s Fit Out Works in such form as required under the Lease.

Lease: the lease dated 31 December 2010 made between (1) Central St. Giles Limited Partnership (2) Specific Media UK Limited and (3) Interactive Media Holdings Inc.

Part 1 Conditions: Part 1 of the Standard Commercial Property Conditions (Second Edition).

Part 2 Conditions: Part 2 of the Standard Commercial Property Conditions (Second Edition).

Property: the property at 10^th Floor Central St. Giles, 1 St. Giles High Street, London as more particularly defined in the Lease.

Rent: the rent as defined in the Lease and all other sums payable by the tenant under the Lease.

Term: the remainder of the term demised under the Lease.

VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement tax and any similar additional tax.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.9 A reference to a statute or statutory provision shall include any subordinate legislation made from time to time under that statute or statutory provision.

1.10 A reference to writing or written includes faxes but not e-mail.

2

1.11 A reference to “this agreement” or to any other agreement or document referred to in this agreement is a reference to this agreement or such other document or agreement as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

1.12 References to clauses and Schedules are to the clauses and Schedules of this agreement; references to paragraphs are to paragraphs of the relevant Schedule.

1.13 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.14 Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.

1.15 Unless this agreement otherwise expressly provides, a reference to the Property is to the whole and any part of the Property.

1.16 Any reference to the Landlord’s consent or approval being required is to a consent or approval in writing which must be obtained before the relevant act is taken or event occurs.

1.17 Landlord includes the Landlord’s successors in title and any other person who is or becomes entitled to the reversion (whether immediate or not) expectant on the term to be created by the Lease.

2 LANDLORD’S CONSENT

2.1 The assignment of the Lease is conditional upon the grant of Landlord’s Consent. This agreement shall become unconditional upon the grant of Landlord’s Consent.

2.2 This agreement comes into force on the date of this agreement except for clause 3 and clause 12 which shall come into force on the date on which Landlord’s Consent is granted.

2.3 The Assignor confirms an application for Landlord’s Consent has been submitted and it shall use its reasonable endeavours at its own expense to obtain Landlord’s Consent.

2.4 The Assignee shall, without delay:

(a) supply all information, accounts and references as the Landlord or any superior landlord may reasonably require in connection with an application for or consideration of the Landlord’s Consent;

(b) ensure that any amendments that the Assignee proposes to make to any form of Landlord’s Consent or to any document mentioned in clause 2.4(c) that has been submitted to the Assignee are communicated promptly to the Assignor’s Conveyancer;

(c) enter into any rental or other deposits, direct covenants or other security for the performance of the tenant covenants of the Lease as may be required under the terms of the Lease or as the Landlord may reasonably require; and

3

(d) where party to the same to execute the documents containing Landlord’s Consent and execute or procure the execution of the documents (if any) required to be entered into pursuant to clause 2.4(c), each in the form reasonably required by the Landlord. The Assignee shall return all such documents duly executed to the Assignor’s Conveyancer within five working days after the engrossments have been submitted to the Assignee.

2.5 The Assignor shall notify the Assignee within 5 working days of the receipt of Landlord’s Consent or any refusal thereof or a condition thereon.

2.6 If Landlord’s Consent has not been granted by [            ], either the Assignor or the Assignee may at any time after that date (but only before Landlord’s Consent is granted) give written notice to the other terminating this agreement. Termination will be without prejudice to the rights of each party in respect of any earlier breach of this agreement.

3 AGREEMENT FOR ASSIGNMENT OF LEASE

3.1 In consideration of the Assignee’s obligations under this agreement, the Assignor will assign to the Assignee and the Assignee will accept from the Assignor the assignment of the Lease on the terms set out in this agreement. No purchase price, premium or deposit is payable.

3.2 The Assignee cannot require the Assignor to assign the Lease to any person other than the Assignee (here meaning Midasplayer.com (trading as King.com), incorporated and registered in England and Wales with company number 04534247, only).

3.3 The Assignee cannot assign, sublet, charge, or otherwise share or part with the benefit of this agreement whether in relation to the whole or any part of the Property.

4 CONDITIONS

4.1 The Part 1 Conditions are incorporated in this agreement, in so far as they:

(a) are applicable to the assignment of a lease;

(b) are not inconsistent with the other clauses in this agreement; and

(c) have not been modified or excluded by any of the other clauses in this agreement.

4.2 The Part 2 Conditions are not incorporated in this agreement.

4.3 Condition 1.1.1(e) is amended so that reference to the contract rate in Condition 1.1.1(e) refers instead to the Contract Rate as defined in this agreement.

4.4 Condition 8.7 is amended to read: “The Assignee is to pay any money due on completion to the Assignor’s Conveyancer by a method that gives immediately available funds”.

4.5 Condition 9.1.1 is varied to read “If any plan or statement in the contract or in written replies which the Assignor’s Conveyancer has given to any written enquiries raisedby the Assignee’s Conveyancer before the date of this contract, is or was misleading or inaccurate due to any error or omission, the remedies available are as follows.”

4

4.6 The following Part 1 Conditions do not apply to this agreement:

(a) Conditions 1.1.4(a), 1.2, 1.3, 1.4 and 1.5;

(b) Condition 2.2;

(c) Conditions 3.1.1, 3.1.2, 3.1.3 and 3.3;

(d) Conditions 6.1, 6.2, 6.3, 6.4.2 and 6.6.2;

(e) Conditions 7.1.2, 7.1.3 and 7.1.4(b);

(f) Condition 9.3; and

(g) Conditions 10.2.4 and 10.3.

5 CONDITION OF THE PROPERTY

5.1 The Assignee acknowledges that, prior to the date of this agreement, the Assignor has given the Assignee and those authorised by the Assignee, the opportunity to inspect, survey and carry out investigations as to the condition of the Property and the Assignee accepts the condition of the Property.

5.2 No representation or warranty is given by the Assignor that the Property may lawfully be used for the use permitted by the Lease and the Assignee confirms that it has made all necessary enquiries to satisfy itself on this point.

5.3 The Assignee will not be entitled to refuse to complete or to delay completion of the assignment of the Lease due to any event occurring after the date of this agreement that results in:

(a) any damage to the Property or any part of it; or

(b) any damage to the means of access to the Property; or

(c) any deterioration in the Property’s condition.

5.4 The Assignor shall leave the floor in a clean and tidy condition with the benefit of the Assignor’s Fit Out Works. Cabling at the Property shall be left in such condition as shall permit the Assignee to “plug and play” immediately following Completion

5.5 The Assignor shall leave the Fixtures and Fittings at the Property, the ownership of which hereby passes to the Assignee.

5.6 The Assignor accepts no liability for the condition or repair of the Fixtures and Fittings, which are left in the Property without any express or implied warranty as to their quality or condition.

5

6 OCCUPATION

6.1 The Assignor will give the Assignee the Property free of occupation on completion of the assignment of the Lease.

6.2 The Assignee is not entitled to and will not be permitted to take occupation or possession of the Property or of any part of it prior to completion of the assignment of the Lease and this agreement does not operate as a demise.

7 DEDUCING TITLE

The Assignee is deemed to have full knowledge of the Assignor’s title and is not entitled to raise any enquiry, objection, enquiry or requisition in relation to it.

8 TITLE GUARANTEE

The Assignor will assign the Lease with full title guarantee.

9 MATTERS AFFECTING THE PROPERTY

9.1 The Assignor will assign the Lease to the Assignee free from encumbrances other than:

(a) any matters, other than financial charges, contained or referred to in the entries or records made in registers maintained by the Land Registry as at 8 May 2013 at 14:58:57 under title number NGL915579;

(b) all matters contained or referred to in the Lease;

(c) any matters discoverable by inspection of the Property before the date of this agreement;

(d) any matters which the Assignor does not and could not reasonably know about;

(e) any matters, other than financial charges, disclosed or which would have been disclosed by the searches and enquiries that a prudent Assignee would have made before entering into this agreement;

(f) public requirements; and

(g) any matters which are unregistered interests which override first registration under Schedule 1 to the Land Registration Act 2002; and

(h) any matters disclosed in the documents listed in Schedule 1.

9.2 The Assignee is deemed to have full knowledge of the matters referred to in clause 10.1 and will not raise any enquiry, objection, requisition or claim in respect of any of them.

10 VAT

10.1 Each amount stated to be payable by the Assignee to the Assignor or the Landlord under or pursuant to this agreement is exclusive of VAT (if any).

6

10.2 If any VAT is chargeable on any supply made by the Assignor under or pursuant to this agreement, the Assignee will pay the Assignor an amount equal to that VAT as additional consideration on completion.

11 COMPLETION

11.1 Completion will take place on the Completion Date.

11.2 On completion, the Assignee will pay to the Assignor the Rent due for the period from and including the Completion Date to the day before the next rent payment day (as provided for in the Lease):

11.3 If completion is delayed due to the Assignee’s default or the Assignee fails to pay any sum due under this agreement in full on completion, the Assignee will pay interest in addition to damages for losses incurred by the Assignor as a result of the delayed completion. The interest will be payable at the Contract Rate on any unpaid amount for the period from the Completion Date to the date of actual payment.

12 ENTIRE AGREEMENT

12.1 This agreement and the documents annexed to it constitute the entire agreement and understanding of the parties and supersede any previous agreement between them relating to the subject matter of this agreement.

12.2 The Assignee acknowledges and agrees that in entering into this agreement, it does not rely on and will have no remedy in respect of any statement, representation, warranty, collateral agreement or other assurance (whether made negligently or innocently) of any person (whether party to this agreement or not) other than:

(a) as expressly set out in this agreement or the documents annexed to it; or

(b) in any written replies which the Assignor’s Conveyancer has given to any written enquiries raised by the Assignee’s Conveyancer before the date of this agreement.

Nothing in this clause will, however, operate to limit or exclude any liability for fraud.

13 JOINT AND SEVERAL LIABILITY

Where the Assignee is more than one person, then in each case their obligations are joint and several and the Assignor may release or compromise the liability of any of those persons under this agreement or grant time or other indulgence without affecting the liability of any one of them.

14 NOTICES

14.1 Any notice or other communication required to be given under this agreement shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice or communication at their registered address.

7

14.2 Any notice or other communication shall be deemed to have been duly received:

(a) if delivered personally, when left at the address and for the contact referred to in this clause;

(b) if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second working day after posting; or

(c) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

14.3 A notice or other communication required to be given under this agreement shall not be validly given if sent by e-mail.

15 COSTS

15.1 The Assignor will pay the Landlord’s legal costs and disbursements incurred in connection with this agreement and the assignment of the Lease and the Landlord’s Consent.

15.2 Subject to clause 15.1, each party shall bear its own costs in respect of this agreement.

16 RIGHTS OF THIRD PARTIES

A person who is not a party to this agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

17 GOVERNING LAW AND JURISDICTION

17.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

17.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

17.3 Each party irrevocably consents to any process in any proceedings arising out of or in connection with this agreement under clause 17.2 being served on it in accordance with the provisions of this agreement relating to service of notices. Nothing contained in this agreement will affect the right to serve process in any other manner permitted by law.

This agreement has been entered into on the date stated at the beginning of it.

8

SCHEDULE 1

Disclosed Matters

Date	Document	Parties
29.03.2011	Wayleave Agreement	(1) Central Saint Giles Limited Partnership (2) Specific Media UK Limited (3) Abovenet Communications UK Limited

9

SCHEDULE 2

Fixtures and Fittings

10

Signed by                                                      for	/s/ [illegible]
and on behalf of SPECIFIC MEDIA UK LIMITED	Director
Signed by                                                      for	/s/ [illegible]
and on behalf of MIDASPLAYER.COM LTD (trading as King.com)	Director

11

EX-10.02

Exhibit 10.02

	LEASE AGREEMENT
	FOR PREMISES	Page 1 of 4
[FASTIGHETSÄGARNA]		No.            410-106,04

The undersigned parties have concluded this lease agreement today: A cross in a box means the text which follows applies.

Lessor	GE Real Estate Storstad AB								Personal ID/Corporate ID No. 556549-8986
Lessee Lessee (2)	Midasplayer AB								Personal ID/Corporate ID No. 556653-2064 Personal ID/Corporate ID No.
Address of premises, etc.	Municipality Stockholm						Property identifier Härden    14
	Street S:t Eriksgatan 113							Stairway/building		Apartment No.
	Address for notices S:t Eriksgatan 113, 113 43 STOCKHOLM
Condition and use of premises	The premises and associated areas are let, unless otherwise specified, in their current state to be used as: OFFICES
Size and scope of premises	Shop area in		Office area in				Storage area in		Other area
	Floor	m2	Floor     6	m2 approx.     1,005	Floor     7	m2 approx.     972	Floor	m2	Floor	m2
	The areas as stated ¨ Were x Were not surveyed jointly before signing the lease Should the area as stated in the agreement differ from the actual area, this will not entitle the Lessee to claim any reimbursement of or reduction in rent or the Lessor to increase the rent.
	x The extent of the premises leased is marked on the drawing(s) enclosed									Annexe 7
	Access for vehicles and loading/unloading		Place for sign x		Place for display case/ vending machine			Parking     space(s)     for ¨     cars	Garage     spaces for     ¨ cars	¨
Fixtures and fittings, etc.	The premises are let x Without fixtures and fittings intended for business ¨ With fixtures and fittings intended for business, according to annexe									Annexe
	When the lease ends, the Lessee will remove property belonging to them and restore the premises to acceptable condition unless agreed otherwise. The parties agree to hold a joint inspection of the premises during the last days of the lease. Should there be any material on the premises as a result of acts by the Lessee – with or without the Lessor’s consent – which it is not expressly agreed that the Lessor is responsible for, the Lessee will dispose of that material or reimburse the Lessor’s costs of disposing of it, such as waste tax, where applicable, transportation and dumping charges or equivalent.
Telephone wiring	x	The Lessee will pay to run telephone wiring from the connection point the operator specifies to such places on the premises as the Lessee elects in consultation with the Lessor.
	¨	The Lessor will pay to run corresponding wiring to the premises. The Lessee will arrange and pay for lines to be run on the premises, but in consultation with the Lessor.
Data communications wiring	x	The Lessee will pay to run data communication wiring from the connection point the operator specifies to such places on the premises as the Lessee elects in consultation with the Lessor.
	¨	The Lessor will pay to run corresponding wiring to the premises. The Lessee will arrange and pay for lines to be run on the premises, but in consultation with the Lessor.
Term of the lease	From 01.05.2012							To 31.12.2015
Notice period/ extension	This contract is subject to no less than 9 months’ notice in writing before the end date in each case, otherwise the contract will be extended by x 3 years.
Heating and hot water	Heating to the premises as necessary will be provided by x the Lessor ¨ the Lessee
	Hot water is provided x all year round ¨ Not at all ¨

Information

Please note that in certain cases, as well as putting a cross in a box,

an annexe must also be attached to the contract for the agreements

in that annexe to be binding. This applies inter alia to the indexation

clause, property tax clause and the Lessee’s right to reduction in

rent for customary maintenance.

Cf. organisational guidelines otherwise

Fastighetsägarna Sverige’s form 12B, produced 1998 in consultation with SABO, Svensk Handel [‘Swedish trade’] and Sveriges Hotell- och Restaurangföretagare [Swedish Hospitality Industry Association]   Reproduction prohibited Lic. No. 2160-8366-5703-03 Version No. 6.5 Licensed to: GE Real Estate (Sweden) AB Signed Signed

LEASE AGREEMENT
FOR PREMISES	Page 2 of 4
	No.            410-106,04

The undersigned parties have concluded this lease agreement today: A cross in a box means the text which follows applies.

Rent	SEK 4,268,000 p.a., constituting ¨ Total rent x Rent excl. charges as indicated below
Indexation clause	x Rent as stated above subject to indexation as per indexation clause enclosed			Annexe 1
Heating and hot water charges	x Fuel/heating charge as per clause enclosed			Annexe 4
Central heating charges	¨ Central heating charge as per clause enclosed			Annexe
Cooling Ventilation	Cost of operating separate cooling and ventilation x System payable as per clause enclosed			Annexe 4
Electricity	¨ Included in the rent		x Lessor has own subscription
Stair cleaning	x Included in the rent		¨ Arranged and paid for by Lessee
Packing and waste handling	Insofar as the Lessor is responsible for providing space for storing waste/packing and arranging for such waste to be removed, the Lessee is responsible for sorting and placing waste in the containers provided in the place provided and help with further sorting at source as the Lessor may decide. Packing and waste handling ¨ Included in the rent ¨ Handled and paid for by the Lessee (although it is up to the Lessor to provide waste containers and waste areas as required) x Included in the rental in respect of the waste fractions indicated below. The Lessee is responsible for gathering, sorting, storing and transporting waste fractions generated which are not indicated below
	¨ Domestic waste	¨ Fluorescent tubes	¨ Hard plastic  packaging
	¨ Bulky waste	¨ Metal packaging	¨ Hazardous waste as per Hazardous Waste regulations   (1996:971)
	¨ Composted waste	¨ Colourless glass packing	x Pantry waste
	¨ Newsprint	¨ Coloured glass packing
	¨ Batteries	¨ Paper packing
Snow clearing and sanding	x Included in the rent ¨ Lessee arranges and pays ¨ As annexe			Annexe
Property tax	¨ Included in the rent x Paid for as per separate agreement			Annexe 2
Unforeseen costs	Should the property be subject to unforeseen costs once contracts are signed due to: a)      Introducing or increasing taxes, duties or levies on the property which Parliament, the government, municipality or authority may decide b)      General conversion work or the like to the property which does not concern the property alone, and which the Lessor is required to carry out on account of a decision by Parliament, government, municipality or authority the Lessee must reimburse the Lessor for the share of the total annual increase in costs on the property with effect from when the increased costs enter into force. The share of the premises is deemed to be 27.25 per cent. If no share is stated, it comprises the Lessee’s rent (excl. VAT as the case may be) in proportion to the rent on the premises (excl. VAT as the case may be) at the time costs increase. If any premises are not let, their market rent will be estimated. The term ‘tax’ as used in a) above does not include VAT or property tax insofar as these are reimbursed under the agreement. ‘Unforeseen costs’ means costs which the bodies as stated in a) and b) had not decided when contracts were signed. Reimbursement must be made in accordance with the rules on paying rent below.

Information

Please note that in certain cases, as well as putting a cross in a box,

an annexe must also be attached to the contract for the agreements

in that annexe to be binding. This applies inter alia to the indexation

clause, property tax clause and the Lessee’s right to reduction in

rent for customary maintenance.

Cf. organisational guidelines otherwise

Fastighetsägarna Sverige’s form 12B, produced 1998 in consultation with SABO, Svensk Handel [‘Swedish trade’] and Sveriges Hotell- och Restaurangföretagare [Swedish Hospitality Industry Association]   Reproduction prohibited Lic. No. 2160-8366-5703-03 Version No. 6.5 Licensed to: GE Real Estate (Sweden) AB Signed Signed

LEASE AGREEMENT
FOR PREMISES		Page  3  of 4
	No.	410-106,04

The undersigned parties have concluded this lease agreement today: A cross in a box means the text which follows applies.

Value added tax (VAT)	x  The property owner/Lessor is liable to pay VAT on letting the premises. In addition to the rent, the Lessee must pay the VAT due at any time. ¨  Should the tax authorities decide that the property owner/Lessor is liable to pay VAT on letting the premises, the Lessee must pay the VAT due at any time in addition to the rent. VAT paid at the same time as rent is calculated on the rent stated and allowances and other reimbursements paid under the lease agreement as the case may be under the current rules on VAT on rent at any time. Should the Lessor become liable to pay VAT under the provisions of the VAT law on account of the Lessee’s own actions – such as assigning the premises to others (including assigning them to an own company), the Lessee will reimburse the Lessor the amount paid in full. The Lessee will also reimburse the increase in costs resulting from the Lessor losing their right to deduct input VAT on operating costs arising due to actions by the Lessee.
Payment of rent	Rent will be paid automatically in advance on the last ordinary day before the start of every ¨  Calendar month            x  Calendar quarter by transfer to			PlusGiro No.	Bank giro No.     5774-7180
Interest, payment reminders	If late paying rent, the Lessee will pay interest under the Interest Act and compensation for written reminders under the Act on Recovering Collection Costs, etc. Reminder costs will be reimbursed at the amount applicable under the regulations on Recovering Collection Costs, etc. current at any time.
Maintenance, etc.	¨  The Lessor will carry out and pay for maintenance of the premises and fixtures and fittings they provide as necessary		The Lessee will, however, be responsible for		Annexe
	x  The Lessee will carry out and pay for maintenance as required of the surfaces of floors, walls and ceilings, including fixtures and fittings the Lessor provides.		The maintenance for which the Lessee is responsible also includes Replacing lights, fluorescent tubes and blinds		Annexe
	Should the Lessee fail to meet their maintenance obligations and fail to remedy matters within a reasonable time on being reminded in writing, the Lessor may meet those obligations at the Lessee’s expense
	¨  Allocation of maintenance obligations is stated in a separate annexe				Annexe
Operation and maintenance	The Lessor will be responsible for handling the care, operation and maintenance of general and communal areas unless agreed otherwise. The Lessee may not, without the Lessor’s consent in writing, carry out any fittings and/or installation or alteration work to the premises or otherwise within the building which directly affects parts of the building or installations which are important to the functioning of the property, such as central heating, electricity, ventilation systems, etc. belonging to the landlord. The Lessee may not install sprinkler heads or ventilation arrangements so that the output of such arrangements deteriorates. The Lessee is responsible when carrying out fittings to ensure that the functioning of radiators and other heating systems is maintained in all essence.
Inspections	Should any inspections required by the authorities of electrical and sprinkler systems show there are any faults and defects in installations belonging to the Lessee, the Lessee is responsible at their own expense for remedying matters within such time as the authorities shall prescribe. Should the Lessee fail to remedy such faults and defects within the stated time, the Lessor may have such measures as the authorities prescribe carried out at the Lessee’s expense.
Access to certain premises	The Lessee for their part must keep any premises to which the property managers and staff of utility companies, central heating companies, Telia AB or the like have access to easily accessible by not blocking the access to such premises with cabinets, crates, goods or the like.
Building product declarations	Should the Lessee carry out any maintenance, improvements or alterations to the premises under the provisions of this agreement or otherwise, it will produce building product declarations (insofar as such are produced) for the products and materials to be added to the premises in good time before carrying out that work.
PBL charges	Should the Lessee make any alterations to the premises without the planning consent required and as a result the Lessor has to pay planning charges or additional charges under PBL rules, the Lessee will pay the Lessor such amounts.
Reduction in rent	The Lessee will not be entitled to any reduction in rent for the time during which the Lessor is carrying out work to put the premises in their agreed condition or any other work as stated expressly in the contract.
	The Lessee’s right to reduction in rent while the Lessor is carrying out normal maintenance of the leased premises ¨  or the property otherwise is laid down in the annexe.				Annexe
Official requirements, etc.	The ¨  Lessor x  Lessee	is solely responsible at their own expense for carrying out the measures which insurance companies or planning committees, environmental and health protection committees, fire department or other authorities require after the date of taking possession before the premises can be used for their intended purpose. The Lessee will consult the Lessor before taking action.

Information
Please note that in certain cases, as well as putting a cross in a box, an annexe must also be attached to the contract for the agreements in that annexe to be binding. This applies inter alia to the indexation clause, property tax clause and the Lessee’s right to reduction in rent for customary maintenance. Cf. organisational guidelines otherwise
Fastighetsägarna Sverige’s form 12B, produced 1998 in consultation with SABO, Svensk Handel [‘Swedish trade’] and Sveriges Hotell- och Restaurangföretagare [Swedish Hospitality Industry Association] Reproduction prohibited Lic. No. 2160-8366-5703-03 Version No. 6.5 Licensed to: GE Real Estate (Sweden) AB	Signed	Signed

LEASE AGREEMENT
FOR PREMISES		Page  4  of 4
	No.	410-106,04

The undersigned parties have concluded this lease agreement today: A cross in a box means the text which follows applies.

Signs, awnings, windows, doors, etc.	The Lessee may erect signs customary for their business after consulting the Lessor, provided that the Lessor does not have grounds to refuse and the Lessee obtains the consents required from the authorities concerned. When leaving, the Lessee must restore the premises to an acceptable condition. With more comprehensive building maintenance, such as renovating façades, the Lessee must remove and refit signs, awnings and aerials at their own expense and without compensation. The Lessee agrees not to affix any vending machines or display cabinets to the outer walls of the premises the Lessee is leasing without the Lessor’s consent and allows the Lessee the option to affix vending machines and display cabinets on the walls concerned. ¨  The Lessor x  The Lessee is liable for damage due to impact on    x  Windows    ¨  Display windows    x  Entrance doors x  Signs    ¨
	The Lessee is bound to take out and maintain glass insurance for all display windows and entrance doors belonging to the x premises
Locks	It is the responsibility of ¨  The Lessor    x  The Lessee		to equip the premises with such locking and theft protection arrangements as are required for the Lessee’s business or company insurance.
Force majeure	The Lessor cannot accept any liability for failing to perform their part of the agreement or for damages if their obligations cannot be performed at all or only at abnormally high expense due to war or uprising, due to labour disputes, blockade, fire, explosion or intervention by the authorities which are beyond the Lessor’s control or which they could not foresee.
Security	This contract is subject to security being furnished by
						Annexe
	¨  Bank guarantee    ¨  Guarantor    ¨  to be furnished by [date]
Special terms and conditions	Indexation clause Property tax clause General terms and conditions of lease Special terms and conditions Business subject to VAT Room type details Annexe 6, Drawing Annexe 7					Annexe 1 2 3 4 5 6, 7
Signatures	This agreement, which may not be registered except with express consent, has been produced in two identical originals, one for each of the parties, and supersedes any previous agreements between the parties in respect of these premises from when it enters into force.
	Place/date Danderyd, 23.02.2013			Place/date Stockholm, 05.02.2013
	Lessor GE Real Estate Storstad AB			Lessee Midasplayer AB
	Name in full Monica Fallenius, Thomas Svensson, Johan Wästlund			Name in full Lars Markgren
Vacation agreement	Under the agreement as concluded as of today’s date, the agreement will cease to apply from                      on which date the Lessee agrees to vacate the premises.
	Place/date			Place/date
	Lessor			Lessee
Assignment	The lease above is assigned from                      to
	Outgoing Lessee	Incoming Lessee			Personal ID/Corporate ID No.
Assignment approved as above	Place/date	Lessor

Information

Please note that in certain cases, as well as putting a cross in a box, an annexe must also be attached to the contract for the agreements in that annexe to be binding. This applies inter alia to the indexation clause, property tax clause and the Lessee’s right to reduction in rent for customary maintenance.

Cf. organisational guidelines otherwise

Fastighetsägarna Sverige’s form 12B, produced 1998 in consultation with SABO, Svensk Handel [‘Swedish trade’] and Sveriges Hotell- och Restaurangföretagare [Swedish Hospitality Industry Association]

Reproduction prohibited

Lic. No. 2160-8366-5703-03 Version No. 6.5 Licensed to: GE Real Estate (Sweden) AB.

[FASTIGHETSÄGARNA] INDEXATION
CLAUSE for premises        Annexe No. 1       Page 1 of 2

Concerning	Lease agreement No. 410-106, 04	Property Härden 14
Lessor	GE Real Estate Storstad AB, 556549-8986
Lessee	Midasplayer AB, 556653-2064
Clause	Of the rent as stated in the agreement, i.e. SEK 4,268,000, 100%, or SEK 4,268,000, will constitute the basic rent. During the term of the lease, supplements to the rent will be set at a certain percentage of the basic rent in accordance with changes to the consumer price index (1980 as base) as follows: •        For lease agreements that commence between 01 January and 30 June, the basic rent will be deemed to be adjusted in line with the index for October in the previous year. •        For lease agreements that commence between 01 July and 31 December, the basic rent will be deemed to be adjusted in line with the index for October in the same period. •        The index figure for the October for which the basic rent as above is deemed to be adjusted will constitute the basic figure unless agreed as follows by stating the year. Other agreed basic figure, namely the October index, is 2011. Should the index figure in any subsequent October have risen compared with the basic figure, the addition will be made at the percentage by which the index figure has changed compared with the basic figure. Further increases will then be made in accordance with changes to the index, the adjustments in rent being based on the percentage change between the basic figure and index figure for the October concerned. The resulting rent will never, however, be less than the rent stated in the lease agreement. The adjusted rent will always apply from 1 January following the adjustment induced by the October index. The notes on page 2 apply to the contract.
Signatures
	Place/date Danderyd, 23.02.2012		Place/date Stockholm, 05.02.2012
	Lessor GE Real Estate Storstad AB (signed)		Lessee Midasplayer AB (signed)
	Monica Fallenius (signed) (signed)		Name in full Lars Markgren
	Johan Wästlund Thomas Svensson		Lessee
	Name in full		Name in full

Lessor’s own notes on base numbers

Fastighetsägarna Sverige’s form 6E, produced 1999 in consultation with SABO, Svensk Handel [‘Swedish trade’] and Sveriges Hotell- och Restaurangföretagare [Swedish Hospitality Industry Association] The examples in the instructions were revised in May 2002. Reproduction prohibited

Lic. No. 2160-8366-5703-03 Version No. 6.5 Licensed to: GE Real Estate (Sweden) AB.

Instructions for indexing rent for premises

Basic rent

Whether the rent as stated in the contract, wholly or in part, together with the fixed additional charges, constitutes the basic rent is a matter for negotiation, and may depend on the terms of the lease otherwise (such as the amount of the rent in SEK/m² and other obligations incumbent on the Lessee, etc).

Index base

The index for the month of October to which the base rent is deemed to be adjusted constitutes the index base unless stated otherwise by stating a year (see provisions on page 1).

The indices will be compared as soon as the October index for the year is known, which has in recent years been in mid-November.

Calculating increase

1) Calculate the difference between the current October index and the index base.

2) If the difference is positive, divide the difference obtained by the index base.

3) Calculate the increase by multiplying the result by the basic rent.

Example

Calculating indexation for 2002

Assume the basic rent is SEK 100,000 p.a., and indexed in line with the consumer price index (CPI) for October 1999, which is 259.7 (index base). The October index for 2007 is 269.1.

1. Calculate the difference between the index 269.1 and 259.7. This difference is positive, and amounts to 9.4.

2. Divide 9.4 by 259.7 and multiply the result (without rounding off) by the basic rent SEK 100,000. The result is SEK 3,619.56, which is the indexation increase for 2002 under the clause.

Alternative A: If the CPI for October 2001 had been less than the year before, e.g. 262.0 (the index for October 2000 was 262.6)

The difference between 262.0 and the index base 259.7 would still have been positive, at 2.3. Dividing 2.3 by the base figure 259.7 and multiplying by the base rent SEK 100,000 would have given a rent increase of SEK 885.63, so the total rent would have been less than in 2001.

Alternative B: If the CPI for October 2001 had been less than the base figure 259.7 instead, e.g. 259.5

The difference between 259.5 and the base figure 259.7 would then have been negative, so no rent increase would apply. The rent as stated in the agreement plus the fixed additional charges would apply.

Page 2 of 2

[FASTIGHETSÄGARNA] PROPERTY TAX CLAUSE for premises Page 1 of 2 Annexe No.   2

Concerning	Lease agreement No. 410-106,04		Property Härden 14
Lessor	GE Real Estate Storstad AB 556549-8986
Lessee	Midasplayer AB, 556653-2064
Clause	Put a cross in the box against whichever option applies and complete the information required.
	Insofar as those parts of the building which constitute the premises are or become liable for property tax, the Lessee will indemnify the Lessor for the same together with the rent, using the option marked.
	x	In addition to the amount of rent stated in the contract, the Lessee will indemnify their proportion of the property tax due on the premises at any time. The Lessee’s proportion will be considered to be 27.25%.
		Under the rules which apply at the time the contract is signed, the indemnity at the start of the lease is SEK 277,950 p.a.
	¨	Indemnification for the proportion of property tax incumbent on the premises is included in the rent as stated in the contract, and amounts to SEK                  when the contract is signed.
		The premises’ proportion of the property tax on the premises will be deemed to be     %. The Lessee will indemnify their proportion of any changes which arise once contracts are signed (for any reason whatsoever) to the property tax on the premises insofar as the tax exceeds the indemnity for property tax included in the rent.
		Should property tax be reduced or cease such that the Lessee’s pro rata indemnity is less than the indemnity included in rent as stated in the agreement above, the rent will still not be less than the original amount. Other clauses in the agreement (e.g. indexation) may therefore mean that the total rent the Lessee has to pay is or may be greater than the rent stated in the agreement.
	The Lessee’s proportion as above, which will remain unchanged during the term of the lease, was calculated as follows: The area of the premises is 1,977 m2, the area of the property is 7,254 m2. The proportion of the premises is 1,977/7,254 m2 = 27.25%. The notes on page 2 apply to the agreement.

Signatures
	Place/date Danderyd, 23.02.2012	Place/date Stockholm, 05.02.2012
	Lessor GE Real Estate Storstad AB (signed)	Lessee Midasplayer AB (signed)
	Monica Fallenius (signed) (signed)	Name in full Lars Markgren
	Johan Wästlund Thomas Svensson	Lessee
	Name in full	Name in full

Fastighetsägarna Sverige’s form 7B, produced 1995. Item 2 in the instructions revised 1997. Reproduction prohibited Lic. No. 2160-8366-5703-03 Version No. 6.5 Licensed to: GE Real Estate (Sweden) AB.

INSTRUCTIONS

1.

This clause was created in June 1995, that is, before the time (normally 1 January 1996) from which property tax first applied to premises. The clause is therefore worded such that it may be included in contracts signed before tax is due and also in contracts signed when tax is actually due.

2.

This indemnity is intended to compensate for increased management costs irrespective of who is actually liable to pay tax. The liability to pay tax rests with the property owner or Lessor. If the property is owned by a trading company, or the Lessor was under previous rules part-owner liable to tax. The supplement must be paid to the Lessor, however, of course. After 1 January 1997, however, trading companies which are owners are liable for property tax.

3.

Under section 19 of the Rent Act, the rent will, with some exceptions, be the amount stated in the lease agreement. If the lease is for a set term of not less than three years, the reservation also applies that the rent will be based on ‘another basis for calculation’, e.g. indexation. This also means that the lease must be for a set term of not less than three years before the Lessor can recover property tax at an amount which may vary with the tax. The basis for calculation must also be stated in the contract. This clause therefore requires the parties to state what proportion of the tax the Lessee is to pay compensation for. Under the rules which applied at the time this clause was written, the tax was a certain percentage of the assessment value of the premises (both land and buildings). These details appear on the notice of assessment. The Lessee’s proportion of the tax on the premises may be determined as the ratio of the area the Lessee leases and the lettable area of the property or the ratio of the rent the Lessee pays to total rent for premises in the property. Which method of calculation the parties use is a matter for negotiation. Other methods of calculation may also be used. For the sake of simplicity, however, the Lessee’s proportion should remain unchanged during the term of the lease and hence independent of how the tax may be calculated in future and any changes in the letting position, etc.

It is therefore appropriate to indicate how the premises’ share has been calculated in the place intended for that purpose. If these details are not completed, this will not render the agreement null and void, however. There may be different buildings on a property with different value years and different kinds of assessment unit (detached house, flats, industrial unit and special unit). The tax the Lessee is to indemnify must only relate to the building the premises are located in. ‘Building’ normally means each separate building. The information required can be obtained from the details on decisions on general property tax which the tax authorities issued to the property owner. Any property owners who have problems calculating the Lessee’s share should get in touch with their property owners’ association to get help.

Enter the Lessee’s share!

4.

The clause has two options: in the first option, the indemnity for the tax is a supplement ‘alongside’ the rent stated in the lease. If the tax disappears, the supplement disappears automatically. The other option assumes the parties agree on a given rent which includes compensation for the tax at any time. Should the tax be increased for any reason (such as increased rate of tax, increased rating value, etc.), however, the Lessee must pay the indemnity for the increased costs. Should the tax cease, the rent will revert to its original amount, that is, the rent as agreed (which includes indemnity for the tax which applied originally and then ceased). The Lessee must of course still pay other supplements which arise, such as for indexing, changing fuel costs, etc.

5.

Insofar as the Lessee pays the supplement for property tax, this supplement should be stated separately on the rent account.

6.

Put a cross against the option desired. In the option selected, state the Lessee’s share and the amount concerned. Also state how the Lessee’s share is calculated.

Page 2 of 2

GENERAL TERMS AND CONDITIONS OF LEASE for Lease Agreement No. 410-106,04 Annexe No. 3

1 [Vicarious] liability for staff, etc.

It is the Lessee’s responsibility to ensure that the Lessee’s staff, pupils, suppliers, under-lessees, residents and others for whom the Lessee may be liable comply with all the terms and conditions of the lease agreement.

2 Using the premises

No business may be conducted on the leased premises other than what is stated in the agreement form and/or special terms and conditions without the Lessor’s consent in writing.

3 Condition, alterations, modifications and using the premises

3.1 The Lessee accepts the premises as they are, except any Lessee’s modifications. The Lessee may not make any changes to any other fixtures or fittings on the premises during the term of the lease without the Lessor’s consent in writing.

3.2 If making more extensive modifications, the Lessee agrees to accept any provisional arrangements, adjustment works, completing painting, etc. which may be regarded as normal in connection with moving in, including since the premises were first used. The Lessee will tolerate the impediments or nuisances to rights of enjoyment which may result from work being completed after they take possession without claiming any reduction in rent or other indemnity. The Lessee may not terminate this contract in the event of disturbances.

3.3 Should the building committee’s final ruling be required to use the premises once they are newly built, extended or converted, but this has not been obtained by the date of taking possession, assuming the delay was not due to the Lessor, the possession date will be deferred until that final ruling is obtained without the Lessee being entitled to claim damages or rescind this contract.

3.4 The Lessee may only use electricity, water and cooling points within the premises.

4 Telecommunication, data communication and security

4.1 The Lessee assumes the rights of ownership to existing telecommunication and data communication networks on the premises when taking possession, and will then be liable and pay the costs of operating and maintaining them.

4.2 The Lessee must arrange and pay for any changes to telecommunication and data communication networks they wish to make.

4.3 The Lessee will arrange and pay for installing, operating and maintaining security facilities on the premises.

5 VAT, subletting and assigning lease

5.1 If the Lessor is voluntarily liable for VAT on leasing the premises, the Lessee will pay the VAT due on and with each rental payment.

5.2 VAT will be calculated on the current rent plus supplements and other payments subject to VAT.

5.3 Should the Lessor become liable to adjust previous deductions in respect of VAT and/or liable to repay input VAT deducted previously otherwise by reason of any action on the Lessee’s part, such as subletting the premises or assigning them otherwise, the Lessee will reimburse the Lessor with whatever the Lessor is liable to pay the tax authorities in full. The Lessee will also indemnify the Lessor against any other costs such as tax penalties and interest.

5.4 The Lessee will also indemnify the Lessor’s costs incurred through losing or reducing the right to deduct input VAT attributable to future operating costs and investments should it lose or have to reduce the right to deduct them due to any conduct on the Lessee’s part.

5.5 The provisions above will also apply should the premises be relet, wholly or in part, in one or more stages, even if it is the Lessee themselves who causes the damage.

5.6 If letting to another Lessee, wholly or in part, it will be the Lessee’s responsibility to apply for voluntary liability to tax for that purpose. Application must be made to the tax authorities by when the subletting is due to start at the latest, failing which the Lessee will liable to indemnify as stated above.

5.7 Should the Lessor become liable to VAT on leasing the premises to the Lessee mandatorily, the latter will pay VAT over and above the rent, etc. in each case. Any transitional provisions which apply will be applied when the new rules enter into force.

5.8 The Lessee may not sublet the premises, wholly or in part, without obtaining the Lessor’s prior consent in writing in each case.

5.9 The Lessee may not assign the lease to the premises without the Lessor’s consent in writing.

6 Communal areas

6.1 The communal areas of the property, including fixtures and fittings, include:

• General facilities such as toilets, restrooms, seating, etc.

• Lifts and escalators

• Indoor plaza and internal customer corridors

• Load bridges and transport corridors and goods lifts

• Truck and car weighbridges

• Garages and parking spaces.

6.2 Communal loading and unloading areas and areas for moving goods internally must be kept clear of all obstacles. The Lessee is therefore responsible for removing deliveries, materials and rubbish from such areas and not using them for storage purposes, for example. This is of essential importance as far as the Lessor is concerned.

6.3 Should the Lessee breach these conditions and fail to remedy matters as soon as possible on being admonished, the Lessor may remove goods, have areas cleaned, take any other action and/or terminate this agreement at the Lessee’s expense.

7 Interrupting business

7.1 The Lessor may shut the premises temporarily should the authorities so order for security or order reasons.

7.2 The Lessee will not be entitled to any reduction in rent on the property or premises as a result of any bomb threat or fire, or should the premises have to be vacated or closed due to fire or on other security or order grounds.

7.3 The same applies to any temporary interruptions to water, drains or electricity supplies, cooling systems, heating supplies, ventilation, lifts or other facilities.

7.4 The Lessor cannot accept any liability for any costs the Lessee may incur as a result of any interruption, evacuation or closure.

8 Reduction in rent

8.1 The Lessee will not be entitled to any reduction in rent for any impediment or nuisance in their enjoyment of the premises as a result of the Lessor having new construction, extensions or conversions built or maintaining or repairing the premises or the building otherwise.

8.2 The Lessor must inform the Lessee of the nature and scope of the work and when it is to be carried out.

9 Criminal or disruptive activities

9.1 The Lessor may terminate the agreement with immediate effect should the premises be used for any criminal purposes or if goods or objects as may be processed under section 36 of the Swedish Penal Code are used, kept or maintained on the premises.

9.2 The same applies should any writings or other objects be kept or offered for sale on the premises which provide information about or propaganda for using narcotic preparations or which promote or assist xenophobia, racial discrimination and similar behaviours.

9.3 The Lessee may not conduct their business on the premises such that it disturbs neighbours, e.g. by way of noise, vibration or odours. The Lessee will be responsible for remedying any nuisances at their own expense.

10 Evacuation routes

The Lessee agrees not to block any emergency escape routes, rescue routes, sprinkler systems or any other fire protection facilities on the property, putting the right of tenancy at risk, and will allow the other Lessees to use the premises’ emergency exits in the event of an emergency.

11 Fire protection

11.1 The Lessor will be liable at their own expense for ordering, installing and maintaining technical fire protection which is attributable to the general operation of the property.

11.2 The Lessee will be liable at their own expense for ordering, installing and operating technical fire protection which may be required from time to time for the business conducted on the premises and for which the premises are authorised to be conducted. The Lessee is also liable to check that all technical fire protection on the premises is working continuously and carry out the service and maintenance operations required at their own expense, irrespective of who provided the premises with other arrangements or equipment. The Lessee’s maintenance liabilities do not, however, include sprinkler systems the Lessor has installed on the premises. The parties also agree, each for their own part, to ensure that any penetrations which are made in firewalls are provided with permanent fire seals.

11.3 The parties agree also to take such organisational measures as are required to prevent or mitigate damage as a result of fire on an ongoing basis. The parties will consult one another before taking any more extensive action. Each party will also, should the other request, provide such information on the property or business which that party needs to meet its obligations under this clause and its obligations under accident prevention law.

11.4 Should the premises not come under the written safety statement requirement under accident prevention legislation, the Lessee agrees to inform the Lessor immediately of any changes to the Lessee’s business which makes the premises subject to reporting obligations.

12 Snow clearing and sanding

If the Lessee is liable for snow clearing and sanding, this obligation also includes clearing snow from roofs and other building areas, even if that is not necessary for the Lessee to be able to use the premises for their intended purpose.

13 Harmful products and smoking

13.1 The Lessee must not keep any products or other objects on the premises, such as car tyres, which could cause damage or increase the Lessor’s insurance costs.

13.2 The Lessee is aware that smoking is prohibited in the building(s) on the property, except any specifically designated and arranged areas or spaces.

14 Environmentally harmful business and official requirements

14.1 The Lessee alone is liable for any pollution damage caused by the Lessee or anyone for whom the Lessee is liable under section 1 above, and will hold the Lessor harmless against losses, claims, losses or costs they may be at risk of any kind due to consequences of the environmental impact of the Lessee’s business.

14.2 The Lessee is responsible, at their own liability and expense, for keeping informed and complying with the requirements the authorities impose on the Lessee’s business from time to time in respect of keeping, handling, reporting and licensing obligations, producing environmental impact reports, etc., conducting any installations and remedying any nuisances, disturbances and damage in connection with the business. The Lessee’s obligations above also include conducting inspections, investigations and follow-up treatment of environmentally harmful building remains, oil tanks, pipes, oil barrels and other solid and liquid residues which are harmful to the environment. This obligation also includes the Lessor’s costs incurred in consultancy and own work.

14.3 Any Lessee whose business involves using arrangements which are intended to protect the environment, such as grease or oil traps, will alone pay the costs of arrangements, such as emptying, supervision, maintenance/repairs and replacements. Should more than one Lessee use an arrangement together, the costs will be divided amongst them pro rata in proportion to their respective areas let.

14.4 The Lessee will ensure, by when the lease ends at the latest, by remedying matters at their own expense, that there is no contamination which could cause any damage or nuisance to human health or the environment burdening the premises. This liability will continue without limitation for as long as may be required under current environmental legislation at any time. Remedying matters also includes action required to meet official requirements for the premises to be used as stated on the detailed drawings.

14.5 The Lessee qualifies formally as the conductor of the business when remedying matters, and is reminded of the reporting obligations under section 28 of the regulations on Environmentally Harmful Business and Health Protection (SFS 1998:899).

The Lessee must allow the Lessor an opportunity to examine aforementioned documents and obtain the Lessor’s consent before submitting any reports as above. The Lessor will be allowed an opportunity of being present when the Lessee meets representatives of the licensing authorities.

14.6 The Lessee must immediately report any contamination discovered to the Lessor. No environmentally harmful business may be conducted on the premises without the Lessor’s consent.

14.7 Any Lessee engaging in environmentally harmful business must take out and maintain insurance to cover their environmental impact as a result of the Lessee’s business on the premises.

14.8 The Lessee will arrange for any toxic waste to be taken and carried away at their own expense.

15 Overloading and frost damage

15.1 It is the Lessee’s responsibility to ensure that building structures, electrical installations and drains are not overloaded. The Lessee will be liable for any damage and costs the Lessor faces due to any overloading.

15.2 The Lessee must not cause any risk of frost damage through any act or omission, and will be liable for any costs the Lessor faces as a result of such.

16 Signs

16.1 Signs the Lessee proposes will be subject to the Lessor’s consent in writing. The Lessee will obtain any official consent required at their own expense.

16.2 The Lessee will arrange and pay to maintain, repair and care for the signs and glazing on the premises towards communal areas at their own expense. No advertising, signs, decals or the like may be affixed to any windows looking onto communal areas.

16.3 The Lessee will be responsible for removing and replacing signs when the property is being maintained at their expense. When vacating the premises or replacing signs, the Lessee will take down their own signs and restore the façade to perfect condition at their own expense, and will indemnify any damage to property or personal injury the signs cause.

16.4 Should the Lessor be held liable for advertising tax on the Lessee’s signs, the Lessee will pay the advertising tax over and above the rent on each occasion.

17 Damage

17.1 The Lessee will be liable for any and all forms of damage to or in the premises. Should the property be damaged otherwise as a result of anything the Lessee, staff, pupils, suppliers, under-lessees, residents or anyone else for whom the Lessee may be liable does or fails to do, the Lessee will indemnify the Lessor, putting it in the same position as if the injurious act or omission had not occurred.

17.2 The Lessee’s obligation to care for the premises and property otherwise also includes liability for fire, damage and other effects, irrespective of any intent, difficulties or risks caused by the classes of person stated in section 17.1.

17.3 The same duty of care applies should the Lessee, the Lessee’s business, the premises or the property otherwise be exposed to any damage, attack, explosion, theft or the like.

18 Requirements when vacating premises

18.1 The Lessee will invite the Lessor to inspect the premises in good time before vacating them.

18.2 The premises will be returned well cleaned and in perfect order at the Lessee’s expense by 12 p.m. on the first working day after the lease ends.

18.3 The Lessee will surrender all gate and door keys or equivalents if the Lessor so requires, even if the Lessee obtained them, likewise equipment and documentation for the premises’ continuing security arrangements.

18.4 The Lessee will remove their own, leased or borrowed fittings and equipment, such as products, stock, cooling systems, loose fixtures and fittings, signs, telecoms and data cables, etc., and repair any damage to the premises, howsoever it was caused.

18.5 The Lessee will restore any and all new construction, conversions or extensions made with or without the Lessor’s consent on or in connection with the premises at their own expense unless the parties agree in writing otherwise, including structures which may be classified as fixed property.

18.6 The Lessee may not leave any property or installations belonging to them behind without the Lessor’s consent in writing. Anything left behind will accrue to the Lessor free of charge.

18.7 If there are any faults or defects on or in the premises as vacated, in respect of cleaning or condition, for example, the Lessor may (but is not bound to) remedy matters at the Lessee’s expense.

18.8 The Lessor may remove and dispose of rubbish, stocks and the like immediately at the Lessee’s expense.

18.9 The Lessor will not indemnify the Lessee for any work carried out on or to the premises.

18.10 The Lessee is reminded of their obligations as stated above if any environmentally harmful work is done on the premises.

18.11 If the premises are not vacated in time, well cleaned and in perfect condition, the Lessor may recover an indemnity from the Lessee equivalent to the rent level last indexed, including all supplements for the period until the Lessee meets their obligations under the agreement. This indemnity will be equal to the improper enrichment the Lessee obtained through using the premises but failing to meet their obligations under the contract unsupported by the agreement.

18.12 The Lessor may also claim damages and other indemnities due to any omissions on the Lessee’s part.

19 Amendments to the lease

19.1 This agreement includes all agreements, undertakings and information material to the parties in connection with the lease. No agreements, undertakings or information have been made or given in connection with creating the agreement other than as stated herein.

19.2 Any amendments and additions to this lease agreement and associated annexes must be recorded in writing and signed by the parties to be binding.

20 Personal information

20.1 The Lessor may deal with any and all personal information furnished to it in connection with signing this lease agreement or subsequently during the term of the lease to enable it to execute the lease, such as for posting notices to let, lease negotiations, information to the Lessee and other measures involved in ongoing administration, to enable the Lessor to perform their obligations, carry out routine inspections and gather information on the Lessee, their Board and owners (such as credit information) and to analyse, value and organise the Lessor’s property portfolio.

20.2 The Lessor may disclose personal information to the property owners’ association, companies and organisations the Lessor works with for the property administration. The Lessor may also disclose personal information to staff at other companies owned by General Electric Company either directly or indirectly who have a reasonable need to know that information for the purposes above, and certain globally located IT support staff who deal with that information for IT-related purposes. Personal information may be sent to countries outside the EU or EEA in connection with this.

20.3 The Lessee consents to the Lessor handling, disclosing and divulging personal information about the Lessee in accordance with the above.

20.4 The Lessee is responsible for their employees, agents and owners in accordance with current law and regulations on personal information being duly informed and giving their consent to their personal information being handled, divulged and disclosed as stated above.

20.5 The Lessor is responsible for personal information as far as handling the abovementioned personal information is concerned.

20.6 Anyone who is registered may obtain details of personal information handled on application once annually in writing. The Lessee may also demand that personal information handled be corrected. The Lessor will on demand furnish details as to whom applications are to be made.

21 Change of ownership

The Lessee is aware that it is particularly important to the Lessor that the direct or indirect ownership of the Lessee not be changed without the Lessor’s consent in writing in each and every case. Should the direct or indirect ownership of the Lessee be changed, wholly or in part, without the Lessor’s consent, tenancy rights may be forfeit. Any and all shares in the Lessee may be assigned to another company which is wholly owned directly or indirectly by the same parent company as the Lessee, however.

22 Security and rescission

If the Lessee is to furnish security for the performance of their obligations under the lease, etc., the Lessor will be entitled to, but will not be bound to, rescind the contract if those obligations are not performed, no matter whether the Lessee takes possession of the premises or not. The Lessee may not rescind the contract on the grounds that security is not furnished in time or at all.

23 Limitation

The Lessor may bring any actions against the Lessee arising out of the lease within two years of the lease ending, after which the normal statute of limitation for the Lessor will apply.

24 Insurance

The Lessee agrees to take out and maintain insurance to cover any actions which may be brought against them in connection with the lease and the business on the premises (including glass insurance for all sign panels and entrance doors belonging to the premises).

25 Contradictory provisions

Should the provisions of the Property Owners’ agreement form and other terms and conditions be contradictory in any way, they will apply in order of preference as follows:

1. Special terms and conditions

2. General terms and conditions of lease

3. Other annexes to the agreement form

4. The agreement form itself

5. Annexes containing environmental terms and conditions of lease, if any.

26 Registration and pledging

The Lessees rights under this lease may not be registered or pledged without the Lessor’s consent in writing.

Sign lessor	Sign lessee
/s/ [illegible]	/s/ [illegible]

Page x of x

SPECIAL TERMS AND CONDITIONS OF LEASE AGREEMENT No. 410-106,04

Annexe No. 4

1 Supplementary heating and cooling charges

The Lessee will pay for the leased premises to be heated and cooled with and at the same time as the rent at SEK 296,550 p.a.

This charge will be indexed in full annually in the same way as the rent.

2 Ventilation

The ventilation system for the leased premises will be in operation on working days during normal office hours.

3 Waste handling

Pantry waste is the only waste fraction included in the lease, but provided it is packed in such a way that it can be disposed of via the Lessor’s normal waste disposal procedures. The Lessee will arrange and pay for disposing of other waste fractions.

4 Thermal comfort, air environment

The temperature in the office areas will normally be 22°C. Certain variations may be allowed, depending on the time of year and load. With all possible workspaces in use and the temperature outdoors at 26°C (relative humidity 50%), the temperature indoors will not exceed 22 ± 2°C. The working indoor temperature will never be less than 20°C.

The air-conditioning system and associated equipment such as fire gates serving the leased premises will be connected as a class A alarm to the property’s operating computer system and forwarded to the operating contractors (during the day) and the on-call contractor (outside normal working hours).

5 Lessee’s alterations

The Lessor will arrange and pay for alterations to the leased premises as per specifications and drawings as part of the lease with the Lessee under the lease as stated in the heading, see Annexes 6 and 7.

The Lessor will also pay for and carry out replacements of fittings in the office environment on floor 2, replacing existing downlights with the number of fittings of the ‘light fittings 600 x 600’ type (ref. floor 3) to be inlaid in the ceiling.

The kitchen/pantry on floor 2 will be renovated, replacing cabinet covers and fittings as necessary for it to work well.

The Lessee will pay for any conversions or alterations over and above these it orders subject to the Lessor’s consent.

The Lessee will arrange and pay for any and all business-related fixtures and fittings on the leased premises.

6 Lessor’s credit approval

It is a condition of the validity of this lease agreement that the Lessor’s credit executive body approves the agreement. If that consent is not forthcoming and the lease does not therefore come about, the Lessee will not be entitled to any kind of indemnity on that account.

7 Planning permission

It is a condition of the validity of this lease agreement and the Lessor’s undertakings to carry out conversions (Lessee’s alterations) on the premises that the Lessor is granted planning permission for that work. If that planning permission is not forthcoming and the lease does not therefore come about, the Lessee will not be entitled to any kind of indemnity on that account.

4 Previous leases

This lease agreement supersedes agreement 410-106,03 between the parties.

Place/date			Place/date	Stockholm, 05.02.2012
Danderyd, 23.02.2012
Lessor			Lessee
GE Real Estate Storstad AB			Midasplayer AB
[illegible]		[illegible]	[illegible]
Monica Fallenius		Thomas Svensson
Name in full			Name in full
	[illegible]			Lars Markgren
	Johan Wästlund

Annexe No. 5

MANDATORY INFORMATION FROM LESSEE

Agreement no. 410-106,03

x The Lessee will engage in work subject to VAT on the premises

¨ The Lessee is a government, municipality or local council and will be conducting business on the premises

¨ The Lessee will not engage in any work subject to VAT on the premises

Should the Lessee’s business become subject to VAT during the term of the lease, the Lessor may charge VAT in addition to the rent and any additional charges.

Place/date			Place/date	Stockholm, 05.02.2012
Danderyd, 23.02.2012
Lessor			Lessee
GE Real Estate Storstad AB			Midasplayer AB
[illegible]		[illegible]	[illegible]
Monica Fallenius		Thomas Svensson
Name in full			Name in full
	[illegible]			Lars Markgren
	Johan Wästlund

Appendix 6 410-106,04

GE REAL ESTATE (SWEDEN) AB

KV HÄRDEN 14 LEVEL 7, APARTMENT 3RD FLOOR LESSEE’S ALTERATIONS MIDASPLAYER AB ROOM TYPE SPECIFICATIONS No. of pages: 10 AGREEMENT DOCUMENT Date: 04.01.2012 Revisions
pan	PAN ARKITEKTER AB
arkitekter	Mobile: +46 (0)70 341 12 15
	Author: Per Arfvidson

GE REAL ESTATE (SWEDEN) AB
KV HÄRDEN 14, MIDASPLAYER
ROOM TYPE DETAILS	AGREEMENT DOCUMENT	DATE: 04.01.2012

KEY

These room details apply to room types only.

Abbreviations:

RB	Room description
G	Floor
S	Skirting boards
V	Walls, beams over windows
T	Roof/ceiling
Ö	Fixtures and fittings, other supplementary units, lighting
FM	Factory-painted
Anm.	Notes, comments

Revisions: Text added is shown in italics. Deleted text is crossed through.

Revisions are indicated by letters.

GENERAL RULES

Action to Lessee’s existing premises on floor 7

Pantry to be demolished/dismantled.

Floorings, skirting boards and walls to be made up like adjacent finishings where pantry is to be demolished/dismantled and where part of walls to adjacent premises are demolished.

Reference area

Where no requirements for standard levels and finishings are apparent from this agreement document, Midasplayer’s existing offices on floor 7 and secondly their premises on floor 6 will serve as reference after consulting the purchaser.

Anti-burglary protection

The premises are equipped with mechanical anti-burglary protection according to the Swedish Theft Protection Association SSF 200:4, protection class 2.

Doors on the boundary of the premises will be made ready for power locks and modular outlets for day and night locking, internal ducting in doors, frame continuations and made ready for access readers.

PAN ARKITEKTER AB

GE REAL ESTATE (SWEDEN) AB
KV HÄRDEN 14, MIDASPLAYER
ROOM TYPE DETAILS	AGREEMENT DOCUMENT	DATE: 04.01.2012	v

Sound requirements

Sound insulation between different types of rooms, R’_w (dB):

Area type	From other areas and/or corridors
Conference rooms, quiet rooms*	44/44
Toilets, showers	35/35
Relaxation rooms	44/44

* Lower sound insulation allowed (35 dB) in glazed sections (including doors)

Sound requirements also apply to ventilation installation in partition structure.

Floors

Textile matting to be of EGE make, Epoca Ribs model.

Colour 0406720, light grey.

Clinker to be CC Höganäs, Grynna Porfyr series.

Colour light grey as existing panels on floor 7.

Format: 96 x 96 x 8 mm.

Rubber flooring to be made by Nora Systems AB.

Model Norament 825/925, round lozenges.

Two colours.

Linoleum to be Forbo Flooring, Global 3, Marmoleum Real.

Thickness: 2.5 mm.

One colour.

Plastic matting to be Tarkett, iQ Natural or equivalent.

Walls

One (1) wall in conference room(s) and quiet room(s) and all new walls server/stock room to be reinforced with plywood.

Wall tiles to be CC Höganäs, Arkitekt series.

Format 50 x 50 mm.

One colour.

Window sills

Damage to existing limestone window sills to be repaired.

Where no window sills are fitted, new ones to be fitted, like the existing ones.

PAN ARKITEKTER AB

GE REAL ESTATE (SWEDEN) AB
KV HÄRDEN 14, MIDASPLAYER
ROOM TYPE DETAILS	AGREEMENT DOCUMENT	DATE: 04.01.2012

Doors

Doors in solid walls (not adjacent to glazing) to be solid (not glazed) as decided previously

Factory-painted, colour as existing.

Doors in which Lessee does not install their own locks to be provided with cover plates.

Glazing

New glazing to be Moelven series 400 or equivalent.

Design and dimensions/divisions like existing glazing.

Doors to have round glass openings, 500 mm.

Doors, electrical and sealed areas to be factory-painted.

Colour as existing glazing.

Glazing height: 2,100 mm.

Glazed sections between open offices to be 700 mm high and fitted underside 1,400 mm.

On-site painting

General rules:

Existing fibreglass fabric except window walls	[Full] width plaster
Existing walls	Painted 966-30510
New plasterboard walls	Painted 56-03510
Existing window sills, skirting boards and casements, doors and other joinery except windows	Repaint
Windows, inside	Retouch
Existing radiators/visible pipes	Repaint

Pillars to be painted in different colours.

Ceilings

Ceilings to be sound-absorbent class A.

Ceiling U1 to be Ecophon Focus E, format 600 x 600 x 20 mm

Ceiling U2 to be Ecophon Gedina A, format 600 x 600/1,200 x 15 mm.

Ceiling U3 to be Ecophon hygiene Performance A, format 600 x 600 mm

Rustproofed carriers.

PAN ARKITEKTER AB

GE REAL ESTATE (SWEDEN) AB
KV HÄRDEN 14, MIDASPLAYER
ROOM TYPE DETAILS	AGREEMENT DOCUMENT	DATE: 04.01.2012

Fixtures and fittings

Pantry

Make Ballingslöv or equivalent. Paintwork finished at factory.

Continental height, 21M

Laminated worktops

Painted glass panel splashguards

Stainless sink, double. Underside glued

Two dishwashers, stainless front

Two refrigerator/freezers, full height

Three microwave ovens

Space for coffee machine (water and electricity connections)

Sunblinds/glare shields

Free hanging Venetian blinds, aluminium panels, fitted in windows as existing premises.

Electricity supply

Each workplace to have two double sockets per workplace, one for general power and one for computer power.

Table islands standing free in the room will be provided with free-standing descending bars. Other workplaces along the walls and pillars to be supplied from window sill ducting.

Conference room(s), quiet room(s), break room(s) and relaxation room(s) to be provided with as many electrical sockets as are required for them to function, located as decided subsequently in consultation with the Lessee.

Cleaning sockets as per current regulations.

Electricity supply in server room estimated at 3 x 16 A.

Electricity with circuit breakers to be run to façade sign (1x).

Lighting

Lighting is subject generally to SS-EN 12464-1 and the Light & Room design guide.

Light fittings, see RB.

Open-plan offices must have a minimum lighting level of 300 lux in terms of general lighting.

Lighting to give an even general light as possible, be non-flickering and non-blinding.

The Lessee will equip their own workplaces with wall-mounted workplace lighting.

PAN ARKITEKTER AB

GE REAL ESTATE (SWEDEN) AB
KV HÄRDEN 14, MIDASPLAYER
ROOM TYPE DETAILS	AGREEMENT DOCUMENT	DATE: 04.01.2012	v

Conference room, silent room, break room and relaxation room lighting to be steplessly adjustable.

Emergency lighting system to be installed by way of illuminated guidance signs.

Ducting

The property owner will provide ducting for computer networks, alarms and security telephones and alarm and access control systems.

PAN ARKITEKTER AB

ROOM TYPES

OPEN-PLAN OFFICES

Finishing

G	Textile matting
S	Pine 12 x 56, smooth	FM
V	Existing walls, fibreglass fabric smooth plastered	Painted
	Plasterboards	Painted
T	Ceiling U1
Ö	Free hanging Venetian blinds by windows
El	Light fittings 600 x 600 mm to be inlaid in ceiling

CONFERENCE ROOMS, QUIET ROOMS

Finishing

G	Rubber flooring
S	Pine 12 x 56, smooth	FM
V	Existing walls, fibreglass fabric smooth plastered	Painted
	Plasterboards	Painted
T	Ceiling U1
Ö	Free hanging blinds by windows
El	Downlights to be inlaid in ceiling

RELAXATION ROOMS

Finishing

G	Linoleum
S	Pine 12 x 56, smooth	FM
V	Existing walls, fibreglass fabric smooth plastered	Painted
	Plasterboards	Painted
T	Ceiling U1
Ö	—
El	—

SERVER/STOCK ROOM

Finishing

G	Linoleum
S	Pine 12 x 56, smooth	FM
V	Existing walls	Painted
	Plasterboards	Painted
T	Ceiling U2
Ö	—
El	—

PANTRY/BREAK AREA

Finishing

G	Rubber flooring
S	Pine 12 x 56, smooth	FM
V	Existing walls, fibreglass fabric	Painted
	smooth plastered
	Plasterboards	Painted
T	Ceiling U1
Ö	—
El	Downlights to be inlaid in ceiling

CLOAKROOM

Finishing

G	Clinker
S	Clinker
V	Plasterboards	Painted
T	Ceiling U1
Ö	Wardrobes of make Essem, Nostalgi product or equivalent
El	Downlights to be inlaid in ceiling

WCs, RWCs, SHOWERS

Finishing

G	Clinker
S	Tiles as walls
V	Plasterboard	Painted
T	Ceiling U2
	RWC/shower: Ceiling U3
Ö	Stainless steel toilet fittings as existing premises
Anm	Slope to floor gully to industry standards
El	Lighting as existing premises

CLEANING

Finishing

G	Plastic matting
S	Plastic matting, turned up
V	Plasterboards	Painted
T	Ceiling U2
Ö	Slop basin and cleaning kit
El	-

DRAWING TO LEASE AGREEMENT No. 410-106,04 Annexe 7

LEVEL 6, 2ND FLOOR

GE REAL ESTATE (SWEDEN) AB – KV HÄRDEN 14

LAYOUT DRAWING MIDASPLAYER AB

LEVEL 7, 3RD FLOOR

GE REAL ESTATE (SWEDEN) AB – KV HÄRDEN 14

CONTRACT DOCUMENT MIDASPLAYER

Place/date			Place/date	Stockholm, 05.02.2012
Danderyd, 23.02.2012
Lessor			Lessee
GE Real Estate Storstad AB			Midasplayer AB
(signed)		(signed)	(signed)
Monica Fallenius		Thomas Svensson
Name in full			Name in full
	(signed)			Lars Markgren
	Johan Wästlund

	LEASE AGREEMENT
	FOR PREMISES		Page 1 of 4
[FASTIGHETSÄGARNA]		No.	1234-1407-01

The undersigned parties have concluded this lease agreement today. A cross in a box means the text which follows applies

Lessor	Name Atrium Ljungberg St: Eriksgatan AB					Personal ID/Corporate ID No. 556914-0782
Lessee	Name Midasplayer AB					Personal ID/Corporate ID No. 556653-2064
Address of premises, etc.	Municipality: Stockholm		Property identifier: Kv Härden 14
	Street: St Eriksgatan 113				Stairway/building	Premises No.
	Address for notices St: Eriksgatan 113, 113 43 Stockholm
Use of premises	The premises and associated areas are let to be used as Offices
	¨  Intended use is stated in more detail in specifications enclosed						Annexe:
Condition of the premises	The premises are let in their existing condition.
	¨  A description of the condition of the premises at the time this agreement is signed and details of who will have dealt with and paid for defects as at the date of taking possession and alterations as agreed can be seen in the inspection and action report enclosed.
							Annexe:
Size and scope of premises	Type of premises Office space	Floor Level 8 (4th floor)	m2 ~ 392	Type of premises		Floor		m2 ~
	Should the area as stated in the agreement differ from the actual area, this will not entitle the Lessee to claim any reimbursement of or reduction in rent or the Lessor to increase the rent.
	x  The extent of the premises leased is marked on the drawing(s) enclosed.					Annexe: A
	Access for vehicles and loading/ unloading	Place for sign	Place for display case/ vending machine	Parking space(s) for ¨  cars	Garage space(s) for ¨  car(s)	¨
Rental period	From 01.06.2013			To 31.05.2018
Notice period/ extension	This agreement is subject to at least 9 months’ notice in writing before the end date in each case, otherwise the contract will be extended by  x  3 years  ¨  months.
Rent	SEK Annexe 1                     p.a. excluding additional charges as indicated below.
Indexation clause	x  The rent above is subject to indexation under the indexation clause.					Annexe: 1
Property tax	x  Property tax is due as stated in the property tax clause attached.			¨   Property tax included in rent.		Annexe: 1
Provision of electricity, water, heating, hot water, cooling and ventilation	The Lessor will x  Electricity	provide/arrange x  Water	for x  Heating	x  Hot water	x  Cooling	x  Ventilation
	Payment: Electricity	¨  Lessee’s subscription		x  Lessee pays as per op. cost clause enc.	¨  Included in rent	Annexe: 1
	Water	¨  Lessee’s subscription		x  Lessee pays as per op. cost clause enc.	¨  Included in rent	Annexe: 1
	Heating	¨  Lessee’s subscription		x  Lessee pays as per op. cost clause enc.	¨   Included in rent	Annexe: 1
	Hot water	¨  Lessee’s subscription		¨  Lessee pays as per op. cost clause enc.	x  Incl. in rent	Annexe: 1
	Cooling	¨  Lessee’s subscription		x  Lessee pays as per op. cost clause enc.	¨   Included in rent	Annexe: 1
	Ventilation	¨  Lessee’s subscription		x  Lessee pays as per op. cost clause enc.	¨  Included in rent	Annexe: 1
Meters	If the Lessee is to have their own subscription as above, and no meters are installed, the meters required will be installed and paid for by the
	¨  Lessor	x  Lessee
Fastighetsägarna Sverige’s form 12B.2 produced in consultation with SABO, Svensk Handel [‘Swedish trade’] and Sveriges Hotell- och Restaurangföretagare [Swedish Hospitality Industry Association]. Revised 2011. Reproduction prohibited.					Signed (signed)	Signed (signed)

LEASE AGREEMENT
FOR PREMISES	Page 2 of 4
	No.: 1234-1407-01

A cross in a box means the text which follows applies

Waste management	Insofar as the Lessor is responsible for providing space for storing waste/packaging and arranging for it to be removed, the Lessee is responsible for sorting and putting waste in the containers intended in the intended place and assist with any further waste sorting which the Lessor may decide free of charge. The following also applies: x      The Lessee is responsible and pays for the removal of waste from the business operated on the premises. (but the Lessor is responsible for providing waste containers and waste space as required). The Lessee agrees to conclude and maintain a contract with cleaning contractors to remove waste. ¨      The Lessor coordinates the removal of waste from several of the Lessee’s businesses on the property. In addition to the rent, the Lessee will indemnify the Lessor for their share of the removal costs. The premises’ share of these costs is deemed to be      per cent. The additional rental charge at the time of signing this contract is SEK      p.a. ¨      The cost of removing waste from the business the Lessee operates is included in the rent.
	¨      Other arrangements, see annexe				Annexe:
Stair cleaning	x  Included in the rent	¨  Lessee handles and pays	¨  Other terms, see annexe		Annexe:
Snow clearing and sanding	x  Included in the rent	¨  Lessee handles and pays	¨  Other terms, see Annexe		Annexe:
Unforeseen costs	Should the property be subject to unforeseen costs once the agreement is signed due to: a)      Introducing or increasing taxes, duties or levies on the property which Parliament, the government, municipality or authority may decide b)      General conversion work or the like to the property which does not concern the property alone, and which the Lessor is required to carry out on account of a decision by Parliament, government, municipality or authority the Lessee must reimburse the Lessor for the share of the total annual increase in costs on the property with effect from when the increased costs enter into force. The share of the premises is deemed to be Annexe 1 per cent. If no share is stated, it comprises the Lessee’s rent (excl. VAT as the case may be) in proportion to the rent on the premises (excl. VAT as the case may be) at the time costs increase. If any premises are not let, their market rent will be estimated. The term ‘tax’ as used above in a) does not include VAT or property tax insofar as these are reimbursed under the agreement. ‘Unforeseen costs’ means costs which the bodies as stated in a) and b) had not decided when contracts were signed. Reimbursement must be made in accordance with the rules on paying rent below.
Value added tax (VAT) Lessee’s liability to VAT	x      The business the Lessee is to operate on the premises is subject to VAT. ¨      The business the Lessee is to operate on the premises is not subject to VAT.
Lessor’s liability to VAT	x      The property owner/Lessor is liable to pay VAT on letting the premises. In addition to the rent, the Lessee must pay the VAT due at any time. ¨      Should the tax authorities decide that the property owner/Lessor is liable to pay VAT on letting the premises, the Lessee must pay the VAT due at any time in addition to the rent. VAT paid at the same time as rent is calculated on the rent stated and allowances and other reimbursements paid under the lease agreement as the case may be under the current rules on VAT on rent at any time. Should the Lessor become liable to pay VAT under the provisions of the VAT Act on account of the Lessee’s own actions – such as assigning the premises to others (including assigning them to their own company), the Lessee will reimburse the Lessor the amount paid in full. The Lessee will also reimburse the increase in costs resulting from the Lessor losing their right to deduct input VAT on operating costs arising due to actions by the Lessee.
	¨      Should the property owner/Lessor become liable to VAT on letting these premises as a result of introducing mandatory liability to tax for VAT on letting premises, what the parties agreed will apply according to the clause enclosed				Annexe
Payment of rent	Rent will be paid automatically in advance on the last ordinary day before the start of every		PlusGiro No. 4188303-4	Bank giro No.
	¨  Calendar month	x  Calendar quarter by transfer  to
Interest, payment reminders	If late paying rent, the Lessee will pay interest under the Swedish Interest Act and compensation for written reminders under the law on recovering collection costs, etc. Reminder costs will be reimbursed at the amount applicable under the regulations on recovering collection costs, etc. current at any time.
Environmental impact	The Lessee must obtain all consents required for the business for which the premises are let before taking possession of them. The business must be operated in such a way that it complies with current environmental legislation and other environmental regulations in force at any time. The Lessee’s responsibility for their environmental impact persists beyond the term of the lease, and is not subject to limitation under chap. 12 section 61 of the Swedish Land Code.
	¨      For further terms and conditions on environmentally hazardous business, see environmental clause enclosed				Annexe:     1
	¨      The parties have reached agreement to minimise the environmental impact of the property and premises, see the green annexe.				Annexe:
Building product declaration	Should the Lessee maintain, improve or alter the premises under the terms of this agreement, they will present the Lessor with a building product declaration for the Lessor in good time before carrying out the work – insofar as such is produced – for the products and materials to be added to the premises.
Inspections	Should any inspections the authorities require of electrical and sprinkler systems show there are any faults and defects in installations belonging to the Lessee, the Lessee is responsible to remedy at their own expense matters within such time as the authorities shall prescribe. Should the Lessee fail to remedy such faults and defects within the stated time, the Lessor may have such measures as the authorities prescribe carried out at the Lessee’s expense.
Access to certain premises	The Lessee for their part must keep any premises to which the property managers and staff of utility companies, central heating companies , telecoms companies or the like must have access easily accessible by not blocking the access to such premises with cabinets, crates, goods or the like.
Fastighetsägarna Sverige’s form 12B.2 produced in consultation with SABO, Svensk Handel [‘Swedish trade’] and Sveriges Hotell- och Restaurangföretagare [Swedish Hospitality Industry Association] Revised 2011. Reproduction prohibited.				Signed (signed)	Signed (signed)

LEASE AGREEMENT
FOR PREMISES	Page 3 of 4
	No.:            1234-1407-01

A cross in a box means the text which follows applies

PBL charges	Should the Lessee make any alterations to the premises without the planning permission required and the Lessor has to pay planning charges or additional charges under PBL rules, the Lessee will pay the Lessor such amounts.
Fire protection	x The parties’ obligations with respect to one another under the legislation on preventing accidents is governed by the fire protection clause enclosed				Annexe: 2
Official requirements, etc.	The ¨ Lessor x Lessee	is responsible at their own liability and expense for carrying out the measures which insurance companies or planning committees, environmental and health protection committees, fire department or other authorities require after the date of taking possession before the premises can be used for their intended purpose. The Lessee will consult the Lessor before taking action.
Furnishings	The premises are let x Without being fitted out specifically for the business ¨ Fitted out specifically for the business
					Annexe:
Maintenance	¨ The landlord will carry out and pay for maintenance of the premises and fixtures and fittings it provides as necessary		The Lessee will, however, be responsible for ¨ See annexe		Annexe:
	x The Lessee will carry out and pay for maintenance as required of the surfaces of floors, walls and ceilings, including fixtures and fittings the Lessor provides		The maintenance for which the Lessee is responsible also includes as enclosed x See annexe		Annexe: 1, 3
	¨ Maintenance obligations are allocated differently, see annexe				Annexe:
	Should the Lessee fail to meet their maintenance obligations and fail to remedy matters within a reasonable time, having being reminded in writing, the Lessor may meet those obligations at the Lessee’s expense.
Upkeep, operation and alterations	The Lessor will be responsible for handling the care, operation and maintenance of general and communal areas unless agreed otherwise.
	¨ Agreed otherwise in respect of public and communal areas				Annexe:
	The Lessee may not, without the Lessor’s consent in writing, make any fittings and/or installation or alterations to the premises or otherwise within the building which directly affect parts of the building or installations which are important to the property functioning, such as central heating, electricity, ventilation systems, etc. The Lessee may not install sprinkler heads or ventilation arrangements so that the output of such arrangements deteriorates. The Lessee is responsible when making fittings to ensure that the functioning of radiators and other heating systems is maintained in all essence.
Telephone/data communications cables	¨ The Lessor x The Lessee will pay to have telephone and data communications cables run from the interface the operator specifies to the locations on the premises the Lessee selects in consultation with the Lessor.
	¨ Responsibilities for telephone and data communications are allocated otherwise, see annexe				Annexe:
Signs, awnings,, etc.	The Lessee may erect signs customary for their business after consulting the Lessor, provided that the Lessor does not have grounds to refuse and the Lessee obtains the consents required from the authorities concerned. When leaving, the Lessee must restore the premises to an acceptable condition. With more comprehensive building maintenance, such as renovating façades, the Lessee must remove and refit signs, awnings and aerials at their own expense and without compensation. The Lessee agrees not to affix any vending machines or display cabinets to the outer walls of the premises the Lessee is leasing without the Lessor’s consent and allows the Lessee the option to affix vending machines and display cabinets to the walls concerned.
	¨ The Lessee agrees to follow the signage scheme enclosed.				Annexe: 1
Insurance	The Lessor is responsible for taking out customary building insurance for the property in which the leased premises are located. The Lessee is responsible for taking out and maintaining corporate insurance for the business conducted on the premises. Both the Lessor’s and Lessee’s insurance must cover losses caused by third parties.
External effects	¨ The Lessor x The Lessee will be liable for losses due to damage to windows, display windows, signs belonging to the premises and entrance and other doors or gates leading to or from the premises. Liability will always include frames, arches and linings in any event.
Locks	It is the responsibility of ¨ The Lessor x The Lessee		to equip the premises with such locking and theft protection arrangements as are required for the Lessee’s business or company insurance
Reduction in rent Agreed condition, etc. Customary maintenance	The Lessee is not entitled to any reduction in rent for any time the Lessor spends having work carried out to put the premises in their agreed condition or other work as stated specifically in this contract and its associated annexes.
	¨ Reduction in rent for impediment or nuisance to rights of enjoyment as a result of the Lessor having customary maintenance of the premises or the property otherwise under rent legislation. x The Lessee is not entitled to any reduction in rent for impediment or nuisance to rights of enjoyment as a result of the Lessor having customary maintenance of the premises or the property otherwise. The Lessor is responsible for informing the Lessee in good time of the nature and extent of the work and at what time the work will be performed.
	¨ The parties are agreed that the right to a reduction in rent if the Lessor carries out customary maintenance of the premises or property otherwise is settled as per separate annexe				Annexe: 1
Fastighetsägarna Sverige’s form 12B.2 produced in consultation with SABO, Svensk Handel [‘Swedish trade’] and Sveriges Hotell- och Restaurangföretagare [Swedish Hospitality Industry Association] Revised 2011. Reproduction prohibited.				Signed (signed)	Signed (signed)

LEASE AGREEMENT
FOR PREMISES	Page 4 of 4
	No.            1234-1407-01

A cross in a box means the text which follows applies

Restoration on  vacating  premises	The Lessee will remove their property and restore the premises to an acceptable condition by when the lease ends unless agreed otherwise.
	x Agreement has been reached on removal and restoration otherwise, see annexe			Annexe: 1
	The parties have agreed to conduct a joint inspection of the premises by when the lease ends. Should anything the Lessee has done, with or without the Lessor’s consent, mean that there is anything on the premises at the time of vacating them for which it has not been specifically agreed that the Lessor is responsible, the Lessee will remove it or reimburse the Lessor’s costs incurred in disposing of it, such as waste tax, transport and dumping charges or the like.
Force majeure	The Lessor cannot accept any liability for failing to perform their part of the agreement or for damages if their obligations cannot be performed at all or only at abnormally high expense due to war or uprising, due to labour disputes, blockade, fire, explosion or intervention by the authorities which are beyond the Lessor’s control or which could not be foreseen.
Security	The Lessee will furnish the Lessor with security for their obligations under this contract by              by way of
	¨ Guarantee furnished by ¨ Bank guarantee up to ¨ Other security (give details)			Annexe:
	Should the security agreed not be forthcoming by the date set, this contract will lapse if the Lessor so requires before taking possession
Personal Data  Act	¨ Information to the Lessee on dealing with personal information and consent in writing, see personal data clause (does not apply if Lessee is an entity in law)			Annexe:
Special terms  and conditions	Special terms and conditions			Annexe: 1
	Fire protection clause			Annexe: 2
	Allocation of responsibility			Annexe: 3
	Drawings			Annexe: A
				Annexe:
				Annexe:
				Annexe:
Signatures	This agreement, which may not be registered except with express consent, has been produced in two identical originals, one for each of the parties, and supersedes any previous agreements between the parties in respect of these premises from when it enters into force.
	Place/date: Stockholm, 26.02.2013		Place/date: Stockholm, 26.02.2013
	Lessor: Atrium Ljungberg St: Eriksgatan AB		Lessee: Midasplayer AB
	Name (authorised signatory or agent): (signed)	¨ Auth. signatory    ¨ Agent under power of attorney	Name (authorised signatory or agent): (signed)	x Auth. signatory ¨ Agent under power of attorney
	Name in full: Camilla Lemnell Micael Averborg		Name in full: Lars Markgren
Assignment	The lease above is assigned as of
Signatures	Outgoing lessee (name):		Incoming lessee (name):	Personal ID/Corporate   ID No.
	Name (outgoing lessee):	¨ Auth. signatory ¨ Agent under power of attorney	Name (incoming lessee):	¨ Auth. signatory ¨ Agent under power of attorney
	Name in full (outgoing lessee):		Name in full (incoming lessee):
Lessor’s consent	The Lessor approves the assignment above Place/date		Name (authorised signatory/agent)	¨ Auth. signatory ¨ Agent under power of attorney
	Lessor’s name:		Name in full (lessee/authorised signatory):

NB

Please note: If a box is crossed, an annexe must also be added to the contract for the terms and conditions agreed in that annexe to apply. This applies to the indexation and property tax clauses, for example. Cf. guidelines to this contract produced jointly by the organisations below.

Fastighetsägarna Sverige’s form 12B.2 produced in consultation with SABO, Svensk Handel [‘Swedish trade’] and Sveriges Hotell- och Restaurangföretagare [Swedish Hospitality Industry Association] Revised 2011. Reproduction prohibited.

	FIRE PROTECTION CLAUSE FOR PREMISES
		Page 1 of 1
[FASTIGHETSÄGARNA]		Annexe No. 2

For	Lease No.: 1234-1407-01	Property known as: Kv Härden 14
Lessor	Name: Atrium Ljungberg St: Eriksgatan AB			Personal ID/Corporate ID No. 556914-0782
Lessee	Name: Midasplayer AB			Personal ID/Corporate ID No. 556653-2064
Clause	Should this cause conflict with any of the provisions of the principal contract, this clause will prevail. Allocation of liability for technical fire protection measures The Lessor will be liable at their own expense for arranging, installing and maintaining all technical fire protection attributable to the operation of the building generally. The Lessor is also liable for ensuring that the premises meet the fire protection requirements applicable to using the premises for their intended purposes at the start of the lease. The Lessee will be liable at their own expense for arranging, installing and maintaining the technical fire protection which may be required for the business for which the premises are licensed once the lease commences. The Lessee is liable to verify that all the technical fire protection on the premises is working at all times and to service and maintain it as necessary at their own expense, irrespective of who fitted the premises with systems or equipment. The Lessee’s service and maintenance obligations do not however include the sprinkler systems the Lessor installed on the premises. The parties agree each for their own part to ensure that emergency escape routes, evacuation routes, sprinkler systems and other fire protection systems at any time are kept clear and that any run-throughs made in fire cells are fitted with permanent fire seals. The parties are bound to indemnity any losses due to any defects in equipment or systems they have installed or arising otherwise due to the parties failing to take proper measures or which arise because a party failed to take action it was bound to do. No provisions on liability for fire protection measures other than those above are binding unless specifically agreed. Systematic fire protection work, etc. The parties are aware that they are responsible for maintaining adequate fire protection in the property and on the premises, and agree, in addition to the technical measures as above, to take such organisational measures as are required to reduce the risk of fire and prevent or mitigate the consequences of fire on an ongoing basis. The parties will consult one another before taking any more comprehensive action. Each party will furnish the other on demand with the information on the property and business respectively which that party required to perform its obligations under this clause and its liabilities under accident prevention law. The parties are also bound once a year to allow the other party to examine documentation and verify the other party’s systematic fire protection work. Fire protection statement (put a cross in whichever box applies) The premises x Come under the requirement for a written fire protection report under accident prevention legislation. The Lessee and Lessor respectively hereby bind themselves to furnish one another on demand with the information they need to meet their reporting requirements. ¨ Do not come under the requirement for a written fire protection report under accident prevention legislation. Any changes to the property or the Lessee’s business which mean the premises become subject to reporting requirements must be notified to the Lessor or Lessee as soon as possible. Each party will then furnish the other on demand with the information they need to meet their reporting requirements. This clause is drawn up in duplicate, one copy for each of the parties.
Signatures	Place/date: Stockholm, 26.02.2013		Place/date: Stockholm, 26.02.2013
	Lessor’s name: Atrium Ljungberg St: Eriksgatan AB		Lessee’s name: Midasplayer AB
	Name (authorised signatory or agent): (Signed)	¨ Auth. sign. ¨ Agent	Name (authorised signatory or agent): (Signed)	x Auth. sign. ¨ Agent
	Name in full Camilla Lemnell/Micael Averborg		Name in full Lars Markgren
Fastighetsägarna Sverige’s form No. 68 created in June 2005 and reviseddd in December 2005 in consultation with SABO, Svensk Handel [‘Swedish trade’] and Sveriges Hotell- och Restaurangföretagare [Swedish Hospitality Industry Association]. Reproduction prohibited.

Annexe 1

Agreement 1234-1407-01

SPECIAL TERMS AND CONDITIONS

Condition of the premises See description of premises attached to contract

The premises are let in the condition as they are now as inspected and approved by the Lessee.

Option

The Lessee may terminate the contract ahead of time to vacate as at 31.05.2016 subject to 9 months’ notice. If using this option/facility, the Lessee will pay an indemnity of SEK 730,117. As this constitutes damages, the parties agree that VAT will not apply; but should the indemnity be deemed to be subject to VAT, this will be added to the amount the Lessee will pay against additional invoice in that event.

This amount will be payable by 30.04.2016 to Plusgiro 4188303-4 Ref.: 1234-1407-01 Midasplayer

Basic rent

The basic rent will be SEK 980,000 p.a. excluding VAT. Rent and additional charges as per the lease agreement will be paid as of 01.06.2013.

Rent rebate

The Lessee will be given a total rent rebate of SEK 78,400, broken down as follows:

The rent rebate for the period 01.06.2013-31.05.2014 will be SEK 39,200.

The rent rebate for the period 01.06.2014-31.05.2015 will be SEK 39,200.

This rent rebate will be granted in respect of the respective rent due date and divided within the period concerned into equal amounts on each due date.

This rent rebate is conditional on the Lessee paying all rent by the due date at the latest. The balance of the rent rebate will be revoked should the Lessee fail to pay the rent and all additional charges in time.

Indexation

The rent as stated will be used as the basis for indexation purposes, and will be adjusted in line with changes in the Statistics Sweden’ consumer price index (total index) for 1980 as base year. The amount of the rent will never be less than the [original] rent, however. To determine changes to the consumer price index, October 2012 (base index 314.59) will be compared with the index for October the following year. The indexation markup to the rent will be calculated in accordance with the percentage by which the index for the October in question changes in proportion to the base index. Adjustments to the rent as above will be made as of 1 January each year, starting 2014.

Page 1 of 5

Signed Signed

Annexe 1

Agreement 1234-1407-01

Deposit

----

Fuel clause

The Lessee will pay a heat supplement at SEK 150/m2 of leased premises p.a. at an energy tax for district heating (winter) not exceeding SEK 714/MWh (2013 prices). Should the energy tax exceed the cost above during the term of the lease, the supplement will be adjusted pro rata as of the date of the increase.

Server room cooling

Should additional cooling be installed in the computer room, an additional charge will be made of SEK 4,490/kW p.a. Charges will be adjusted upwards or downwards by the same pro rata change as the fuel supplement above.

Heating costs and ventilation

The rent includes normal water consumption for so-called sanitary hygienic purposes. The Lessee will indemnify the Lessor for operational water consumption, such as for refrigerators, process water, etc., and also pay for meters to be installed in that event. The Lessee will pay for operating installations to be installed, operated and maintained, installing equipment and fixtures and fittings above existing standards.

Should the Lessee cause any additional costs in remedying defects in connection with inspecting the ventilation system, the Lessee will be liable to indemnify the Lessor for specific costs incurred accordingly.

If the Lessee has their own ventilation or cooling equipment serving the leased premises, the Lessee will be responsible and pay for the operation and maintenance of such installations.

Electricity

The Lessee has their own subscription.

Property tax

The Lessee will pay their pro rata share of the property tax, other charges or taxes which Parliament, the government or other authorities have decided or will decide due on the property at any time at the same time as the rent during the term of the lease.

When calculating the premises’ proportion of the total property tax due on the property, if the rating value of the individual buildings on the property is specified, the property tax due on the building concerned will be calculated first. The premises’ proportion of the total property tax due on the building will be equal to the area of the premises in proportion to the total lettable area, excluding garages and basement areas.

If the property tax cannot be allocated amongst individual buildings on the property, the premises’ proportion of the total property tax on the property as a whole will be calculated based on the area of the premises in proportion to the total lettable area of the property, excluding garages and basement areas.

Page 2 of 5

Signed Signed

Annexe 1

Agreement 1234-1407-01

The premises’ proportion of the total tax and duty is currently (2010) approx. 5.5% of the total property tax for the property concerned 1234. (The property tax is currently equivalent to approx. SEK 140/m² p.a.)

Unforeseen costs

The premises’ proportion of unforeseen costs decided by authority will be calculated on the same basis as the premises’ share of the property.

General public order regulations

The Lessee will be bound to comply with the general public order regulations the Lessor issues in respect of the property and area at any time and observe what is required for the property and area to be orderly and in good condition, likewise regulations issued by authority or municipality. The Lessee will be liable for their own personnel, visitors and others entering the premises with the Lessee’s consent.

Wiring

The Lessor may run wires through the Lessee’s premises, subject to notifying the Lessee reasonably in advance, for heating, cooling, ventilation, water, gas, sewage, electricity, energy, television and the Internet, etc., and carry out maintenance required to such lines without the Lessee being entitled to any reduction in the rent or other indemnity for nuisance or obstruction.

Access to emergency escape routes, technical installations, etc.

The Lessee must ensure that emergency escape routes are not blocked at any time.

The Lessee will be responsible and pay for burglar alarms for their own premises insofar as so wished and must arrange and pay for maintaining fire equipment, emergency evacuation signs, etc. on the leased premises.

No radiators, heating or ventilation systems may be installed which would affect the output or impede access for maintenance purposes. The Lessor’s stated maximum floor load must be respected absolutely.

Access for inspection, etc.

The Lessor’s staff may enter the leased premises for inspection and supervision purposes by arrangement with the Lessee.

The Lessee is not entitled to a reduction in rent for any impediment or disturbance in their enjoyment of the premises due to the Lessor having normal maintenance conducted of the leased premises or property otherwise, although the Lessor will be bound to notify the Lessee in good time of the nature and scope of the work and when and during what time the work will be carried out.

Insurance

The Lessee will take out such insurance as their business requires. If the Lessee engages in business involving particular risk of infestation, they will be liable to maintain infestation insurance.

Page 3 of 5

Signed Signed

Annexe 1

Agreement 1234-1407-01

The Lessor will take out and pay for property insurance. The Lessee will be liable for the Lessor’s excess should the Lessee cause any damage.

Alterations during the term of the lease

The Lessor’s written consent is required to:

• Carry out any repairs, alterations or improvements to the premises;

• Install aerials, aerial systems, sunblinds or similar fittings outside the leased premises;

• Use the premises for any purpose other than that stated in the contract.

For alterations and fitting out work, the Lessee will obtain official consent insofar as is required and furnish drawings and details for examination and approval beforehand and engage contractors approved by the Lessor.

Maintenance

The Lessee will be liable and pay for any and all internal maintenance of the premises, fixtures and fittings during the term of the lease, including by way of example the obligation to maintain surfaces such as floors, walls, internal/suspended ceilings, internal doors, blinds and light fittings and other similar fixtures and fittings. The Lessee will maintain the premises in good condition for their purpose during the term of the lease.

The Lessee will maintain exterior doors to the premises and any bars or blinds involved as the case may be, being responsible for maintaining and cleaning such installations. The Lessee will be liable for the costs of replacing broken panes of glass and entrance doors to the premises.

It is the Lessee’s responsibility to ensure that bars/blinds, together with their associated compartments and arrangements such as signs and display windows are kept clean of contamination, rags, advertising and the like.

Signs

Façade signs may be affixed in accordance with the Lessor’s signage scheme. The Lessee will bear all the costs of installing and removing signs, and will also be responsible for obtaining official permits required, and paying sign tax, if any.

Assignment

The Lessee may not assign this agreement without the Lessor’s consent in writing.

Subletting

The Lessee may not let or assign the premises to others, wholly or in part, without the Lessor’s consent in writing. The Lessor may not refuse consent to sublet unreasonably. Nothing in these conditions will impede or restrict the Lessee from acting in accordance with chap. 12 of the Swedish Land Code or other applicable legislation.

Page 4 of 5

Signed Signed

Pledging

The Lessee may not pledge any leasing rights under this lease agreement or use them as security in any way or register them against the property.

Parking

Agreement to lease parking places will be drawn up separately.

Vacation

The premises will be inspected when they are vacated. The Lessee will take down and remove fixtures and fittings and installations they paid for or acquired, and restore the premises to an acceptable condition at their own expense, and will always be liable to indemnify any damage over and above normal wear and tear.

The Lessee will leave the premises in a well cleaned condition and surrender all keys, alarm codes, electronic locking systems, etc. to the Lessor free of charge.

Any property not removed by the vacation date will be deemed to be surrendered and will pass to the Lessor as laid down in chap. 12 section 27 of the Swedish Land Code. The Lessor may also dispose of such property at the Lessee’s expense.

Stockholm, 26.02. 2013	Stockholm, 26.02. 2013
Atrium Ljungberg St: Eriksgatan AB	Midasplayer AB
[illegible]	[illegible]
Camilla Lemnell
[illegible]
Micael Averborg

Page 5 of 5

Signed for the parties

ALLOCATION OF RESPONSIBILITIES

FOR MAINTENANCE AND REPAIRS   Allocation of responsibilities between Lessor and Lessee during the term of the lease to operate and maintain premises and replace any property-related installations as the case may be FOR: Härden 14 Annexe: 3   Agreement No.: 1234-1407-1 Lessee: Midasplayer AB

NO.	Specifications	Owner		Operations/ maintenance		Replacement		Notes
	ON THE LEASED PREMISES	LR	LE	LR	LE	LR	LE
1	BUILDING
1.1	Floorings	x			x		x
1.2	Wall coverings, pillars	x			x		x
1.3	Ceilings	x			x		x
1.4	Joinery	x			x		x	Includes inside window frames/cases
1.5	Fittings, locks	x			x		x
1.6	Blinds	x			x		x
1.7	Awnings	x		x		x		Installed by Lessor
1.8	Entrance door	x			x	x		Premises
1.9	Glazing/doors	x			x	x
1.10	Windows/glazing	x			x	x
1.11	Lock barrels and keys		x		x	x
1.12	Passage systems to premises		x		x		x
1.13	Bars and other access controls		x		x		x
1.14	Window cleaning	x			x		x
2	FIXTURES AND FITTINGS
2.1	White goods	x			x	x		Ovens, cool/cold stores, dishwasher installed by Lessor
2.2	Other white goods	x			x		x	Microwave oven, washing machine installed by Lessor
2.3	Pantry	x			x	x
2.4	WC, showers	x			x		x
2.5	Cleaning	x			x		x
2.6	Permanent fixtures, gates, equipment	x			x		x
2.7	Signs		x		x		x
2.8	Direction signs	x		x		x
3	CONVEYOR SYSTEMS
3.1	Lifts	x		x		x
3.2	Lifting table	x		x		x		Installed by Lessor
4	ELECTRICITY
4.1	Energy metering	x		x		x
4.2	Main panel	x			x		x
4.3	Power sockets	x			x		x
4.4	Light fittings	x			x	x		Permanently installed
4.5	Light sources, actuators	x			x		x
4.6	Seat lighting		x		x		x
4.7	Environmental lighting		x		x		x
4.8	Emergency lighting/signs	x			x		x
4.9	Business alarm		x		x		x
4.10	Telephones		x		x		x
4.11	Data/telecoms		x		x		x
4.12	TV/aerials		x		x		x

ALLOCATION OF RESPONSIBILITIES

FOR MAINTENANCE AND REPAIRS   Allocation of responsibilities between Lessor and Lessee during the term of the lease to operate and maintain premises and replace any property-related installations as the case may be FOR: Härden 14 Annexe 3   Agreement No.: 1234-1407-1 Lessee: Midasplayer AB

NO.	Specifications	Owner		Operations/ maintenance		Replacement		Notes
	ON THE LEASED PREMISES	LR	LE	LR	LE	LR	LE
5	HVAC INSTALLATIONS
5.1	Central heating	x		x		x
5.2	Heating meters							N/A
5.3	Ventilation system	x		x		x		Lessee responsible for cleaning ventilation gear
5.4	Comfort cooling	x		x		x
5.5	Heating meter cooling							N/A
5.6	Cooling system		x		x		x	Computer room, server room
5.7	Water/drains	x		x		x		Lessee responsible for process water
5.8	Cleaning drains/WCs/showers/cleaning/pantry		x		x	x
5.9	Water meters	x			x		x	Emergency cooling computer/server room
5.10	Grease trap incl. pipe	x			x	x		If applicable
6	FIRE
6.1	Fire extinguishers		x		x		x
6.2	Emergency escape fittings	x		x	x	x	x	Maintenance, replacement or improper use: Lessee
6.3	Fire/evacuation alarm			x	x	x	x	Each party responsible for own part
6.4	Emergency exit signs, etc.	x			x		x
6.5	Evacuation plan		x		x		x
6.6	Systematic fire protection work			x	x	x	x	Each party responsible for own part
6.7	Inspections			x	x	x	x	Each party responsible for own part
6.8	Burglar alarms		x		x		x
6.9	Attack alarm		x		x		x
7	OUTSIDE LEASED PREMISES INTENDED BUSINESS
7.1	Heating/cooling from main pipes	x		x		x
7.2	Waste disposal	x			x		x
7.3	Company signs, façade		x		x		x
7.4	Snow clearing, sanding	x		x		x
7.5	Outside furniture	x		x		x
7.6	Cycle stall	x		x		x

GE REAL ESTATE (SWEDEN) AB

KV HÄRDEN 14
ST ERIKSGATAN 113
LEVEL 8, 4TH FLOOR
LEVELS 6 AND 7, ADDITIONS
LESSEE’S ALTERATIONS
MIDASPLAYER AB
ROOM TYPE SPECIFICATIONS
No. of pages: 8
AGREEMENT DOCUMENT
Date: 15.11.2012
Revisions
pan	PAN ARKITEKTER AB
arkitekter	Mobile: +46 (0)70 341 1215
	Author: Per Arfvidson

GE REAL ESTATE (SWEDEN) AB
HÄRDEN 14, P8 MIDASPLAYER AB
ROOM TYPE DETAILS	CONTRACT DOCUMENT 15.11.2012	REV.:-

KEY

These room details apply to room types only.

Abbreviations:

RB	Room description
G	Floor
S	Skirting boards
V	Walls, beams over windows
T	Roof/ceiling
Ö	Fixtures and fittings, other supplementary units, lighting
FM	Factory-painted
Anm.	Notes, comments

Revisions: Text added is shown in italics. Deleted text is crossed through.

Revisions are indicated by letters.

GENERAL RULES

Action to Lessee’s existing premises on floors 6 and 7

Floor 6:

201 Entrance and 224 Reception are separated from other office areas by wood/glass partitions and three glazed doors.

Floor 7:

Floorings, skirting boards and wall surfaces must be made up/completed to match adjacent surfaces in connection with new spiral stairs. Existing ceiling to be tailored to stair opening.

Reference finishings

Where no requirements for standard levels and finishings are apparent from this contract document, Midasplayer’s existing offices on floor 7 will serve as the reference in the first instance after consulting the purchaser.

Anti-burglary protection

The premises are equipped with mechanical anti-burglary protection according to the Swedish Theft Protection Association SSF 200:4, protection class 2.

Sound requirements

Conference room:	Walls 44 dB, glazing 39 dB
Toilets:	Walls 35 dB

Sound requirements also apply to the ventilation system in the partition structure.

PAN ARKITEKTER AB

Stairs

Spiral stairs, diameter approx. 2,200 mm.

Steps of solid oak.

Posts and rails of steel, painted.

Oak handrails.

Child-safe design.

Of make Floby-Lövdalen or equivalent.

Floor

Textile matting to be of EGE make, Epoca Ribs style.

Colour 0406720, light grey.

Like existing textile matting on floor 7.

Extent as per RB.

Clinker to be CC Höganäs, Grynna Porfyr series.

Colour: light grey like existing panels on floor 7.

Format: 96 x 96 x 8 mm.

Joint colour like existing joints on floor 7.

Extent as per RB.

Rubber flooring to be made by Nora Systems AB.

Type Norament 825/1902, round lozenges.

Extent and colour as per RB.

Plastic matting to be Tarkett, iQ Natural.

Thickness: 2 mm.

Product code: 3009 274, dark grey.

Extent as per RB and A drawing.

Walls

One (1) wall in conference room and all new walls in server room to

be reinforced with plywood.

Wall tiles to be CC Höganäs, Arkitekt series.

Format 47 x 47 mm.

Colour: 5059458, Turquoise, matt.

Joint colour: light grey.

Extent as per RB.

Window sills

Damage to existing limestone window sills to be repaired.

Where no window sills are fitted, new ones to be fitted, like the existing ones.

Doors

Doors to be solid wood.

Factory-painted, colour as existing, NCS S 0502-Y, white.

Doors in which Lessee does not install their own locks to be provided with cover plates.

PAN ARKITEKTER AB

Door to spiral staircase to be glazed with round glass opening, ø 500 mm.

Door to be fire-classified and set up on magnets.

Glazing

New glazing to be Moelven series 400 or equivalent.

Design and dimension/divisions like existing glazing.

Doors to have round glass openings, ø 500 mm like existing doors.

Doors, electrical and sealed areas to be factory-painted.

Colour as existing glazing.

Glazing height: 2,100 mm.

On-site painting

General rules:

Existing fibreglass fabric except window walls	[Full] width plaster
Existing walls	Painted 966-30510
New plasterboard walls	Painted 56-03510
Existing joinery except inside windows	Repaint
Windows, inside	Retouch
Existing radiators/visible pipes	Repaint

Walls are generally painted in colour NCS S 0502-Y, white.

Pillars and foundation walls to be painted in different colours, to be notified later.

Gloss rating as painted walls on floor 7.

Ceilings

Ceilings to be sound-absorbent class A.

Ceiling U21 to be Ecophon Focus E, format 600 x 600 x 20 mm.

Ceiling U22 to be Ecophon Gedina A, format 600 x 600 x 15 mm.

Other

Existing blinds to be used and supplemented so they work well.

Replace worn parts.

Electricity supply

Each workplace to have two double sockets per workplace, one for general power and one for computer power.

Table islands standing free in the room will be provided with free-standing descending bars. Other workplaces along the walls and pillars to be supplied from windowsill ducting.

PAN ARKITEKTER AB

Conference room(s) to be provided with as many electrical sockets as are required for them to function, located as decided subsequently in consultation with the Lessee.

Cleaning sockets as per current regulations.

Electricity supply in server room to be specified at a later date.

Lighting

Lighting is subject generally to SS-EN 12464-1 and the Light & Room design guide.

Light fittings, see RB.

Open-plan offices must have a minimum lighting level of 300 lux in terms of general lighting.

Lighting to give an even general light as possible, be non-flickering and non-blinding.

The Lessee will equip their own workplaces with wall-mounted workplace lighting.

Conference room lighting to be steplessly adjustable.

Emergency lighting system to be installed by way of illuminated guidance signs.

Ducting

The property owner will provide ducting for computer networks, alarms and security telephones and alarm and access control systems.

PAN ARKITEKTER AB

ROOM DETAILS

OPEN OFFICES 54 P

		Paintwork	Colour, gloss	Rev
Finishing
G	Textile matting		Epoca Ribs 0406720, light grey
S	Wood, slats 12 x 56, smooth	FM	White
V	Existing walls, fibreglass fabric smooth plaster	Painted	White
	Plasterboards	Painted	White
	Pillars	Painted	To be notified later
T	Removable ceiling, type U21
Ö	Repair/complete existing blinds
El	Light fittings 600 x 600 mm to be inlaid in ceiling

CONFERENCE ROOMS

		Paintwork	Colour, gloss	Rev
Finishing
G	Rubber flooring		825/1902 0176
			dark grey
S	Pine 12 x 56, smooth	FM	White
V	Existing walls, fibreglass fabric smooth plaster	Painted	White
	Plasterboards	Painted	White
T	Removable ceiling, type U21
Ö	Repair/complete existing blinds
El	Downlights to be inlaid in ceiling

CLOAKROOM

		Paintwork	Colour, gloss	Rev
Finishing
G	Clinker
S	Clinker
V	Plasterboards	Painted	White
T	Removable ceiling, type U21
Ö	Wardrobes of make Essem, Nostalgi product or equivalent
El	Downlights to be inlaid in ceiling

RWCs, WCs

		Paintwork	Colour, gloss	Rev
Finishing
G	Clinker
S	Tiles as walls
V	Tiles
T	Removable ceiling, type U22
Ö	Stainless steel bathroom fittings as existing premises
Anm	Ceramic panels on floor laid to VTg requirements. Run sealing layer up walls
El	Lighting as existing premises

SERVER [ROOM]

		Paintwork	Colour, gloss	Rev
Finishing
G	Plastic matting
S	Pine 12 x 56, smooth	FM	White
V	Existing walls, fibreglass fabric smooth plaster	Painted	White
	Plasterboards	Painted	White
T	Removable ceiling, type U22
Ö	-
El	-

CLEANING

		Paintwork	Colour, gloss	Rev
Finishing
G	Plastic matting
S	Plastic matting, turned up
V	Plasterboards	Painted	White
T	Removable ceiling, type U22
Ö	Slop basin and cleaning kit
El	-

EX-10.03

Exhibit 10.03

Services Agreement

This Services Agreement (the “Agreement”) is entered into on	15-aug-2008
by and between InterXion Sverige AB,	(hereinafter ‘Interxion’)
Vanda 3, Esbogatan 11 P.O. Box 56, 164 94 Kista, Stockholm Sweden
and Midasplayer AB Sankt Göransgatan 66 112 33 STOCKHOLM	(hereinafter the ‘Customer’)

SWEDEN

Services Form

1 Subject

Customer purchases Services from Intention as specified under Clause 2 (‘Customer Order’) of this Services Form and in accordance with the terms and conditions as listed in Clause 5 (‘List of Annexes and Schedules’) of this Service Form. The Agreement relates to the business accomodation(s) at the address(es), indicated under Paragraph 2.3 of this Services Form. The definitions, used in this Services Form, shall have the same meaning as they have in the General Terms and Conditions for Services of Intention, version 2006.1 (Annex 3 to this Services Form).

2 Customer order

2.1 Account Management

Account Manager	Jens Lidman	Contract Number		Order Number
Customer ID	KI5013009
2.2 Customer information
Customer		Contact person		Contact during Order Implementation
Name	Midasplayer AB	Name	Lars Markgren	Name	Daniel Wigefors
Street	Sankt Göransgatan 66	Function	Managing Director	Function	IT Manager
Postcode	112 33 STOCKHOLM	Telephone	+46 8 545 704 36	Telephone	+46 8 545 704 35
City		Fax		Fax
County	SWEDEN	E-mail	lars@king.com	E-mail	daniel.wigenfors@king.com
Telephone	+ 46 8 545 704 30
Fax	+ 46 8 545 704 39
E-mail
Invoicing address (if different from above)		Invoicing contact		Contact during operations
Street		Name	Dan Richardsson	Name	Daniel Wigenfors
Postcode		Function	Ekonomichef	Function
City		Telephone	+46 8 503 825 05	Telephone
County		Fax		Fax
		Email	dan.richardson@king.com	E-mail
Customer Bank details
Bank name	SEB	Account no		VAT number	556653-2064

1

2.3 Contract term and location information

Initial Agreement Period (in months)	36	Building	STO1
Invoicing frequency	Monthly	Room number	21
Commencement date	01-okt-08	Cabinet reference	N/A
Safety Deposit	168 000 sek	Street	Esbogatan 11, Akalla
By means of	Bank Transfer	Postcode	164 94 KISTA
		City

2.4 Order specification and service fees

Currency     SEK All amounts below are exclusive of Value Added Tax

Prod. Code	Description	Unit type	Quantity		Unit price		Total
Services
501035	Cage area, incl “standard power” infrastructure	sqm		32,00		1 750,00		56 000,00
	Capacity: 1 kVA/sqm,excl. power usage
		Total of monthly recurring service fees						56 000,00
Set-up, installation and materials
501503	Set-up incl cage walls, infrastructural adaptments Cabel trays, title cutting, Incl. 2 fibre SM or MM To “Meet-me-room” 20 st plug-sets 16 Amp single phase incl. 10 cabinets with PDUs	sqm		1,00		182 168,00		182 168,00
		Total of set-up, installation and materials fees						182 168,00
Usage fees
501350	Power usage	kWh				1,78

2

2.5 Configuration details

Configuration details, floorplans and/or Technical Requirements Questionnaire(s) (“TRQ”) on the service listed above are attached in the Annexes.

3 Notice

Any notice or communication between the Parties related to the Agreement shall be addressed as set forth below:

InterXion Sverige AB,
Vanda 3, Esbogatan 11	Contact person:	Managing Director
P.O. Box 56, 164 94 Kista, Stockholm	Phone:	+46 (0)8 594 64050
Sweden	Fax:	+46 (0)8 594 64051

4 Miscellaneous

This Services Form, together with its Annexes and its Schedules, constitutes the entire Agreement and understanding between the Parties with respect to the subject matter of the Agreement. In the event there is a conflict between the provisions of the Service Form, the Country Rider, the service specific terms & conditions, the General Terms and Conditions, the service specific schedules or the Configuration Details, the order of precedence shall be (1) the Service Form, (2) the Country Rider, (3) the service specific terms and conditions, (4) the General Terms and Conditions, (5) the service specific schedules and (6) the Configuration Details.

5 List of annexes and schedules

1. Country Rider Sweden

2. Equipment Housing Services Terms and Conditions 2006-1

3. General Terms and Conditions, version 2006-1

4. Equipment Housing Schedules 1-3 2004-2 final

5. Floorplan

Customer declares to have received all annexes and schedules and to have taken notice of these documents.

6 Special Regulations

The special regulations that apply to the Agreement are:

Country Rider Sweden, ver 2006-1, Addition to clause 3-Pledje: This claus will not apply to the agreement

Monthly services fees will be invoiced monthly in advance.

Power usage and power tax will be invoiced monthly based on actual kWh usage.

During this agreement and it’s renewal Midasplayer has access to 10 cabinets and PDUs provided by Intention. The cabinets are of type Rittal 48 HU and the PDUs are of common type with 8 x schuko connections.

To get access to the service, signed agreement, set-up fee and safety deposit has to be received by Intention 1 of september at the latest.

3

Max 70% usage of a power plugset:

The current drawn from the plugset shall not exceed a total maximum continuous load of 70%. For instance 11.2 Amp. (=1855 kWh/month) for 16A plugset.

All proposals and unsigned serviceforms are to be considered ‘proposals’ limited validity for 30 days and subject to approval by management.

As agreed by both parties:

Signature

Customer		Interxion
Name	LARS MARKGREN	Name	PEDER BANK
Title	Managing Direct	Title	Managing Director
	/s/ Lars Markgren		/s/ Peder Bank
Place	STOCKHOLM	Place	STOCKHOLM
Date	2008-08-21	Date	2008-08-26

4

Rider to the General Terms and Conditions for Services by Interxion, applicable to Agreements subject to Swedish law

(hereinafter: “Country Rider”)

Definitions

The definitions used in this Country Rider shall have the meaning they have in the General Terms and Conditions for Services, except for the following definitions:

Business Day(s):	Shall mean every day excluding Saturdays, Sundays and Swedish national holidays.
Business Hours:	Shall mean the hours between 08:00 to 16:00 on Business Days.

1. Addition to Clause 3.5 — Price increase

The applicable index under the Agreement is the Consumer Price Index (Konsumentsprisindex) (“KPI”) rendered by Statistics Sweden (Statistiska centralbyran), base 1980 = 100.

2. Addition to Clause 3.7 — interest rate

Interest will be payable on the rate stipulated in Section 6 of the Swedish Interest Act.

3. Addition to Clause 3 — Pledge

The Customer hereby pledges to Interxion all of the Costumer’s title to and interest in the Customer Equipment as security for the due and punctual performance of all its obligations towards InterXion. If the Customer does not own the Customer Equipment or if any third party has a title to the Customer Equipment before the Commencement Date, the Customer shall inform Interxion of such fact. The Customer shall not create any (additional) security interests, whether by mortgage or otherwise, for the benefit of any third party, in the Customer Equipment after the Commencement Date. Under no circumstances shall any such (additional) security interests concern Intention and the Customer shall be the sole party that has any obligations towards such third party.

If the pledge of the Customer Equipment must be executed, Chapter 10 Section 2 of the Swedish Commercial Code shall not be applicable and InterXion may execute the pledge as it finds appropriate.

4. Applicable law and disputes

The Agreement shall be construed with and governed by the laws of Sweden.

Any dispute, which may arise out of or in connection with the Agreement, shall be submitted to the exclusive jurisdiction of the competent court of Stockholm.

As agreed by both parties:

Customer	Interxion
Name Lars Markgren	Name Peder Bank
Title Managing Director	Title MD
Signature /s/ Lars Markgren	Signature /s/ Peder Bank
Place Stockholm	Place Stockholm
Date 2008-08-24	Date 26/Aug

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Equipment Housing Services Terms and Conditions

of Intention (as defined below) (hereinafter: “EH Terms and Conditions”)

Clause 1

Definitions

1.1 The definitions, used in these EH Terms and Conditions, shall have the same meaning as they have in the General Terms and Conditions for Services of Interxion. Other terms, used in these EH Terms and Conditions shall be defined as follows:

Acceptable Use Policy (AUP)	The terms and conditions that concern the use of the Premises, annexed to the Agreement as Schedule 3.
Engineer	An engineer performing the Hands & Eyes Services, acting upon the instructions and subjected to the direct control of the Customer.
Equipment Cabinet	The 19-inch cabinet as in accordance with the standards of the European Telecommunications Standard Institute, or a cabinet of equivalent standard, at the Premises, used by the Customer for the installation and operation of the Customer Equipment.
Equipment Housing Services	The provision of Customer Space and/or related Hands & Eyes Services as opted for by the Customer, according to the Services Form and as described in the Service Description.
Hands & Eyes Services	The provision of Rapid Response and/or Pre Scheduled Work Services by an Engineer, if opted for by the Customer and as described in the Service Description.
Occurrence	a deviation from the Services, caused by the Customer, through the Customer Equipment, or through a defect in any equipment under the control of or used by or on behalf of the Customer, or otherwise, that may cause or threatens to cause operational disturbances.

1.2 References to Clauses and Schedules are to clauses of these EH Terms and Conditions, respectively the Schedules that form part of the Agreement.

1.3 The headings to the clauses of these EH Terms and Conditions are for ease of reference only and shall not affect the interpretation or construction thereof.

1.4 Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or reenacted.

1.5 Use of the singular includes the plural and vice versa, use of any gender includes the other genders; any reference to persons includes natural persons and legal persons, including, but not limited to firms, partnerships, companies, corporations, associations, organizations, governments, states, foundations and trusts (in each case whether or not having separate legal personality).

1.6 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.7 A reference to a certain document is a reference to that other document as amended, varied, supplemented, or renewed from time to time.

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Clause 2

Services

2.1 Interxion shall use all reasonable endeavors to provide the Services, in accordance with the Annexes and Schedules, but does not warrant any results of the Services, except to the extent the Service Level Agreement explicitly stipulates otherwise.

2.2 To the extent the Services fail to meet the service levels set out in the Service Level Agreement, Interxion shall grant the Customer service credits as set out therein (subject always to the limitations set out in the Service Level Agreement). The Customer agrees that the service credits shall be its sole and exclusive remedy for failure by Interxion to achieve the service levels. The Parties agree that such service credits are a genuine pre-estimate of the loss suffered by the Customer in the event of such failure.

2.3 In the event an Occurrence comes to the attention of either of the Parties, that Party shall immediately inform the other Party of this fact and, if possible, on a probable cause of the Occurrence.

2.4 Promptly upon receipt of such information as referred to in clause 2.3 hereof, the Customer shall:

(a) at its own costs initiate all reasonable measures and commit all such actions using all reasonable efforts to remove, repair, correct, undo or in any other way discontinue the fault or defect that causes the Occurrence, and inform Interxion by Notice of the measures taken in this respect; and

(b) keep Interxion informed by Notice of the progress made in relation to the obligation as referred to under (a) and

(c) promptly upon completion of the actions as referred to under (a), inform Interxion by Notice of such completion and its results.

2.5 Interxion may, at its sole discretion and without incurring any liability, suspend the Customer’s access to the relevant Interxion Facilities or to the Premises until the fault or defect that causes or may cause the Occurrence has been adequately corrected in accordance with Clause hereof and until Interxion has informed the Customer by Notice of such correction.

2.6 If the Customer fails to correct the fault or defect that causes or may cause the Occurrence, or fails to do this within a reasonable period, at the sole discretion of Interxion, Interxion is entitled to correct such fault or defect itself, at the costs of the Customer. The Customer shall indemnify Interxion for any and all claims, complaints and actions that other customers or third parties may bring against Interxion in relation to an Occurrence.

2.7 If a deviation from the Services occurs, caused by another customer of Interxion, through the facilities of such other customer, or through a defect in any equipment under the control of or used by or on behalf of such other customer, or otherwise, that may cause or threatens to cause operational disturbances, Interxion will not be liable to the Customer for possible damages that it incurs as a consequence of such deviation(s).

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Clause 3

Customer Rights and Obligations

Access

3.1 The Customer’s personnel and third parties, appointed by the Customer as “owning a permanent right of access”, and to whom the Customer has provided access passes as described in the Acceptable Use Policy, shall (without prior Notice being required) be entitled to enter the Premises, for the purpose of

(a) inspecting or installing the Customer Equipment, or

(b) carrying out all necessary maintenance and repair to the Customer Equipment which Interxion is not obliged to provide under the Agreement.

Other Customer’s personnel and third parties shall be granted access (i) under normal circumstances upon twenty four (24) hours Notice from the Customer to Interxion, and (ii) in case of (at the discretion of Interxion) urgency upon thirty (30) minutes Notice by the Customer to Interxion, stating the reason for urgency. Notices in relation hereto shall be made to Interxion’s European Services Center, as referred to in the Service Level Agreement. Under no circumstances shall Interxion be liable to the Customer, its customers, or third parties for interruption of the Services or for any other loss, costs or damages caused by or related to improper use or maintenance of the Customer Equipment and/or Interxion Facilities by Customer or third parties appointed by Customer.

3.2 Customer shall follow all instructions of Interxion with respect to access to the Premises, including but not limited to the instructions described in the Acceptable Use Policy.

3.3 Customer shall allow Interxion access to the Customer Space to the extent reasonably required by Interxion for any installation, inspection or maintenance.

Customer information

3.4 Customer shall provide Interxion with all necessary information (equipment specifications and related information), specialist training and cooperation as Intention deems necessary to enable Interxion to provide the Equipment Housing Services.

Inventory

3.5 At any time during the term of the Agreement, the Customer shall ensure that all Customer Equipment is safe and fit for its purpose and that it will not cause any damage to any property, equipment, facility or software belonging to or used by Interxion or any other customer or other third parties, and that it will not hinder or impede the provision of services to any of Interxion’s customers. Prior to the Commencement Date, the Customer shall provide Interxion with a full list and a detailed written description of all Customer Equipment that is or will be installed in the Customer Space and the Customer shall regularly update a list of all Customer Equipment installed.

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Insurance

3.6 Customer warrants to Interxion that it has in place a valid and sufficient liability insurance covering damage, in accordance with and appropriate to the nature and extent of its business activities, including but not limited to damage to the Interxion Facilities, the Premises and any other equipment of Interxion or of its customers or other third parties. Customer will have the Customer Equipment sufficiently insured against physical damage, theft, etc.

Usage of Customer Space

3.7 The Customer Space shall only be used for the purpose(s) as agreed upon under the Agreement.

3.8 The Customer may only allow the use of the Equipment Housing Services by third parties upon prior written approval from Interxion.

Technical Conditions

3.9 The Customer warrants that the Customer Equipment:

(1) Is certified for the purposes intended and complies with relevant national and international standards, as from time to time amended and/or supplemented;

(2) is constructed, installed and maintained in such a way that failure and/or damage will not harm any other equipment or the operation of that other equipment, or endanger any personnel;

(3) Conforms to all restrictions and complies with the Acceptable Use Policy, as from time to time amended and/or supplemented and provided to the Customer.

3.10 The Customer shall supply the Customer Equipment and shall have the sole responsibility for the fitting and installation in accordance with the Acceptable Use Policy by its own personnel or third parties at its own risk and costs.

3.11 If the Customer actually or allegedly has caused an alarm or a gas-fire extinguishing, Interxion has the right to perform a thorough investigation of any such incident and the Customer shall cooperate fully with such investigation. Any costs incurred by Interxion in this respect shall be borne by the Customer.

Equipment Delivery

3.12 The Customer shall inform Interxion at least one Business Day in advance of the delivery, fitting or installation of the Customer Equipment. The Customer shall bear all costs for deliveries outside the regular Business Hours.

3.13 The Customer shall not bring any furniture, equipment and/or goods onto the Premises without the prior written consent of Interxion, except to the extent that this is necessary for the exercise of the rights given to the Customer pursuant to the Services Form. The Customer is obliged to remove any other goods or dirt it has brought onto the Premises immediately.

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Cabling

3.14 All cabling at the Premises by or on behalf of the Customer may only take place after prior written approval of Interxion and shall only follow the routes designated by Interxion in its instructions.

Obligations upon termination

3.15 Upon termination of the Agreement, the Customer shall have removed all Customer Equipment at its own risk and costs. The Customer shall pay for restoring the Customer Space, or any other part of the Premises used by the Customer, to the same condition as they were in at the Commencement Date.

3.16 If the Customer fails to remove the Customer Equipment or to restore the Customer Space by the date the Agreement terminates, Interxion shall have the right, at the Customer’s expenses, to remove the Customer Equipment from the Premises or to restore the Customer Space itself, and to deliver the Customer Equipment to the Customer at the address stated on the Service Form and to reinstate the Customer Space or any other part of the Premises used by the Customer to the same condition they were in at the Commencement Date. For every month, or part thereof, that the Customer has failed to meet the obligations as set forth in Clause 3.15, the Customer will be obliged to pay Interxion damages that amount to twice the recurring fees as they were the day before the termination. The Customer will not hold Interxion liable for and waives any right to claim damages with regard to damage to or loss of the equipment after the Agreement has terminated.

3.17 The Customer shall reimburse all costs, damages and expenses incurred by Interxion in connection with Clause 3.16 to Interxion within fourteen (14) days of receipt of the invoice detailing such costs and expenses. Interxion shall be entitled, at its sole discretion, to engage third party contractors to carry out the activities described in Clause 3.16 and to pass on any invoices from such third party contractors to the Customer who will pay for all reasonable charges appearing on such invoices.

Clause 4

Interxion Rights and Obligations

Operation of environmental controls

4.1 Interxion shall ensure that the air conditioning and other environmental controls in the Premises provide a suitable environment for the operation of the Customer Equipment in accordance with the service levels as reflected in the Service Level Agreement.

Maintenance of the Interxion Facilities

4.2 Interxion shall from time to time carry out preventive maintenance on the Interxion Facilities at no charge to the Customer. Such preventive maintenance includes changes necessitated by technical developments.

4.3 Interxion will perform normal maintenance and cleaning in the Premises and the Customer will allow Interxion staff access to the Customer Space to perform its obligations as stipulated in this Clause.

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4.4 Interxion shall, in the event of service interruptions due to (preventive) maintenance activities, which are scheduled in advance, notify the Customer 10 (ten) workdays in advance. Interxion shall discuss its long-term maintenance schedule with the Customer on a regular basis with a view to minimize disturbances and to allow the Customer to schedule its own preventive maintenance accordingly.

4.5 Interxion shall, unless otherwise agreed between the Parties, carry out service interrupting maintenance activities to the Interxion Facilities between 23:00 local time and 07:00 local time, unless, in Interxion’s reasonable opinion, an emergency situation exists, requiring essential maintenance activities to occur outside these hours. Customer will be immediately informed of the occurrence of such an emergency situation.

4.6 If the Customer has opted for the service level “Basic” or ‘Standard” as described in the Service Description the Equipment Housing Services may not comply with the specifications set forth in the Service Level Agreement during the maintenance services of Interxion as described in Clause 4.2. In the event that service interruptions are inevitable a plan shall be developed along with Customer, which allows it to continue the provision of its services to third parties. Outages as a result of such maintenance services will not be taken into account to assess whether or not Interxion has met its obligations or guarantees under the Agreement.

Ownership of Customer Equipment

4.7 Under no condition shall the Agreement vest any rights of Interxion with respect to Customer Equipment, unless the Agreement explicitly stipulates otherwise. Interxion is not entitled to use Customer Equipment for its own purposes. Interxion shall not remove, alter or obscure any proprietary notices from the Customer Equipment.

Clause 5

Hands & Eyes Services

Hands & Eyes Services

5.1 The Hands & Eyes Services are performed using skill, diligence and care, and taking all reasonable measures to provide the Hands & Eyes Services with the best endeavors. Notwithstanding the previous sentence, Interxion does not, implicitly or explicitly, undertake to achieve or warrant any result of any Hands & Eyes Services performed, except to the extent that the Service Level Agreement does provide guarantees.

5.2 The Hands and Eyes service offers generic Rapid Response and Pre Scheduled Work services as described in the Service Description.

5.3 Interxion has no obligation to provide the Engineer or the Customer with any special tools or any spare parts to the Customer Equipment in order to perform Hands & Eyes Services. Customer shall be solely responsible for the availability of such special tools or spare parts to the Engineer.

5.4 Customer shall indemnify Interxion for any and all liabilities, damages, costs, charges and expenses incurred by Interxion resulting from or arising out of or in connection with any damages to third parties or properties of third parties in the performance of the Hands & Eyes Services.

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5.5 The Customer shall at all times remain responsible for implementation and installation of Customer Equipment. Interxion shall not, by the mere fact that it has assisted in the implementation and/or installation pursuant to the Installation Support Rapid Response and Pre Scheduled Work services as defined in the Service Description, be responsible or liable for the results of such implementation and/or installation.

Clause 6

Power usage fees

6.1 Notwithstanding any provision to the contrary in the Agreement, in the event that the market price for power usage (kWh) increases with 5% or more, the fees with respect to power usage will be adjusted accordingly.

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General Terms and Conditions for Services

of Interxion (as defined below) (hereinafter: “General Terms and Conditions”)

Clause 1

Definitions

1.1 The terms used in these General terms and conditions shall be defined as follows:

Affiliated Company	A company in which Interxion Holding N.V. holds a majority of the voting rights and/or has the power to appoint the majority of the board.
Agreement	The Agreement entered into by Interxion and the Customer, the subject matter of which is the provision of the Services by Interxion to the Customer as reflected in the Services Form.
Business Day(s)	The day(s) as defined in the Country Rider to the Agreement.
Business Hours	The hours as defined in the Country Rider to the Agreement.
Customer	The counter party of Interxion in the Agreement.
Customer Equipment	All equipment owned, leased or held by or on behalf of the Customer, which is placed, stored and/or installed in the Customer Space.
Customer Space	The space at the Premises reserved for and provided to the Customer.
Commencement Date	The date the Agreement takes effect, as stipulated in the Services Form.
Country Rider	The additional country specific terms and conditions that apply to the Agreement.
Electronic Message	A set of segments, prepared in a computer readable format and capable of being automatically and unambiguously processed.
Interxion	The legal entity that is stated on the Services Form and that is a part of the Interxion Group (Interxion Holding N.V. and its Affiliated Companies).
Interxion Facilities	Any equipment, hardware, and/or cabling, including but not limited to telecommunications networks, cables, devices and racks installed and operated by Interxion and/or providers of telecommunication services, located in any part of the Premises, to provide the Services.
Initial Agreement Period	The minimum period the Agreement has been concluded for, as set forth in the Services Form.
Notice	A notice, in writing or by Electronic Message, to be given regarding the Agreement by either Party to the other.
Party (Parties)	Interxion and/or the Customer.
Premises	The site, owned or leased by Interxion, specified in the Services Form, in which the Services are provided.
Service(s)	The services, reflected in the Services Form, that Interxion has agreed to provide to the Customer
Service Description	The terms and conditions that describe the extent of the Services, annexed to the Agreement as Schedule 1.
Services Form	The form, which states the specific arrangements of the Agreement between the Parties and the Services to be provided.
Service Level Agreement	The terms and conditions concerning the service levels against which Interxion shall provide the Services, annexed to the Agreement as Schedule 2.

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1.2 References to Clauses and Schedules are to clauses of these General Terms and Conditions, respectively the Schedules that form part of the Agreement.

1.3 The headings to the Clauses of these General Terms and Conditions are for ease of reference only and shall not affect the interpretation or construction thereof.

1.4 Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or reenacted.

1.5 Use of the singular includes the plural and vice versa;, use of any gender includes the other genders, any reference to persons includes natural persons and legal persons, including, but not limited to firms, partnerships, companies, corporations, associations, organizations, governments, states, foundations and trusts (in each case whether or not having separate legal personality).

1.6 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.7 Any reference to a certain document is a reference to that other document as amended, varied, supplemented, or renewed from time to time.

Clause 2

Applicability

These General Terms and Conditions apply to the Agreement as stated in the Services Form, with the exclusion of the applicability of any (general) terms and conditions of the Customer.

Clause 3

Fees, Payment Condition, Price increase

3.1 In consideration of the provision of the Services by Interxion, the Customer shall pay to Interxion the fees for the Services as specified on the Services Form. Recurring fees due for payment to Interxion shall be invoiced in advance at the beginning of each invoice period as indicated on the Service Form. All non¬recurring fees, including, but not limited to the fees for setup and installation, shall be invoiced in advance. Fees for Services that are calculated on the basis of usage or an hourly rate are invoiced in arrears.

3.2 The Customer shall bear all costs for any changes that it requests Interxion to make to the Customer Space or the Interxion Facilities.

3.3 Payment shall be made, in the currency as indicated on the Services Form, to Interxion’s bank account mentioned on the invoice, within 30 (thirty) days of the invoice date (“Due Date”). The receipt of the payments by Interxion and not its dispatch shall be decisive for ascertaining payment in time.

3.4 As a security for all claims Interxion holds with regard to a breach or faulty performance of the Agreement by the Customer, the Customer shall pay a safety deposit as indicated on the Services Form. Payment of the safety deposit shall be made in cash, to the bank account stated on the Services Form. If Interxion (partly) claims the safety deposit, the Customer is obliged to supplement the safety deposit to the amount as indicated in the Services Form. The safety deposit has to be paid before the Commencement Date. The safety deposit will be returned no later than two months from the day the Agreement has terminated, subject to the Customer having met all its obligations under the Agreement. In the event that the fees are revised and adjusted in accordance with Clause 3.5 hereof, the safety deposit shall be adjusted accordingly. The deposit does not pay interest to the advantage of the Customer.

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3.5 Interxion has the right to increase the fees on an annual basis with the higher of (i) 3% or (ii) the percentage increase from the preceding 12 months in the official national price index as set forth in the Country Rider, or, if this index ceases to be published, any other retail price index published in substitution. The fee adjustment shall take effect from the beginning of each new calendar year. By charging fees that are not increased on the basis of this Clause 3.5 or receiving payments for such fees Interxion does not, either explicitly or tacitly, waive its right to the difference between the charged fees and the fees as they would have been if Interxion would have increased on the basis of this Clause. Interxion is entitled to charge increased prices with retrospective effect within 1 year from the beginning of the year in which the increased price would have been charged on the basis of this Clause 3.5.

3.6 Interxion has the right to charge an additional price increase for any of the Services provided under the Agreement, in which case Interxion shall inform the Customer by Notice to the Customer, stating (i) the intention to increase the price, and (ii) the effective date of such price increase. The Customer has the right to object to the price increase of this paragraph, by Notice to Interxion within 30 days upon receipt of the Notice of such increase. Upon expiry of the thirty (30) days period and in the event that the Customer:

(a) has objected against the price increase, the Agreement shall terminate after 60 days from the date of the Notice of the objection, without the Parties being required to provide termination Notice thereof and in accordance with the provisions in Clause 13. In the period between the Notice of the price increase and the date of termination of the Agreement, the price, prior to the Notice of the increase will continue to apply.

(b) has not objected against the price increase, this shall be considered as a tacit acceptance of the price increase and the Customer shall be bound by the increased price as of the effective date as set forth in the Notice of the price increase.

3.7 If the Customer fails to pay any due amount by the Due Date, it will be in default without prior Notice to that effect being required. In that event, all amounts payable by the Customer under the Agreement shall become immediately due and payable and, notwithstanding any other right Interxion may have under the applicable law, Interxion shall be entitled to (1) charge daily interest on all due and unpaid amounts on the rate of 5 % per annum above the rate that is referred to in the Country Rider and (2) compensation in respect of all costs connected with the recovery of its claim (including all legal fees and expenses and VAT).

3.8 The fees, due by the Customer to Interxion pursuant to the Agreement shall be exclusive of any value added tax, which amounts will be invoiced by Interxion and paid additionally by the Customer, along with the fees due.

3.9 Any costs, charges, expenses, taxes and stamp duties (to the extent applicable) levied by a governmental organization in connection with the execution and/or implementation of the Agreement shall be borne by the Customer.

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Clause 4

Financial Conditions

4.1 The Customer waives all rights to suspend any of its payment obligations for whatever reason, except for its rights to suspend with respect to claims that are undisputed between the parties or that are upheld by a final court ruling.

4.2 The Customer shall make all payments due under the Agreement in full and has no right to deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless

(a) the Customer has a valid court order requiring payment by Interxion of an amount equal to such deduction to the Customer; or

(b) to the extent the deduction concerns undisputed claims or claims upheld by a final court ruling; or

(c) the Customer is obliged by law to make payments subject to deduction or withholding, in which case the sum payable shall be increased to the extent necessary to ensure that after the required deduction and withholding Interxion receives a net sum equal to the sum which Interxion would have received if such deductions or withholding had not been required.

4.3 The Customer warrants that it is in good financial standing and that it shall be able to meet its financial obligations under the Agreement. The Customer, upon Intention’s reasonable request, shall provide such proof of its financial standing, including information on its solvency and liquidity.

Clause 5

Maintenance and Support

5.1 The Customer acknowledges that Interxion shall from time to time inspect the Premises and carry out maintenance, anywhere at the Premises (inducing, but not limited to the Customer Space) on the Interxion Facilities, which includes changes necessitated by technical developments. Through undersigning the Agreement, the Customer agrees in advance to such inspections and maintenance.

5.2 If the Customer wishes to carry out maintenance activities with regard to the Customer Equipment, it shall always inform Intention hereof (whether carried out by Customer’s personnel or third parties appointed by the Customer for such purposes) if the activities may disable, interrupt or otherwise interfere with the Services provided by Interxion. The Customer shall inform Intention of the date, start time and end time of the maintenance activities at least 10 days in advance. During the Customer’s maintenance activities no warranty or guarantee with regard to the Services applies nor does the Service Level Agreement.

Clause 6

Liability

6.1 Without prejudice to the other provisions of this Clause, the liability of either Party for damage shall in any case be limited to an aggregate amount of €125,000 (one hundred twenty five thousand euro) per event or series of related events, with a maximum amount of € 250,000 (two hundred fifty thousand euro) in respect of all events arising in a year, unless such damage results from willful intent or gross negligence.

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6.2 Interxion shall not be liable to the Customer for special, incidental, indirect, punitive or consequential damages, including but not limited to whether occasioned by the act, breach, omission, default or negligence of Interxion, its employees and contractors and subcontractors, which shall include, without limitation loss of business, revenue, interest or profits, loss of use or data, loss of savings or anticipated savings, loss of investments, loss of goodwill, loss of reputation or cost of capital or loss of extra administrative cost, or any other financial damages, or damages suffered or claimed by third parties, whether or not foreseeable, arising out or in connection with the Agreement, whether brought to Intention in an action based on contract, statue, equity, or tort including negligence or other legal theory.

Clause 7

Force Majeure

7.1 In these General Terms and Conditions, force majeure (hereinafter referred to as “Force Majeure”) means any cause preventing either Party from performing any or all of its obligations which arises from, or is attributable to acts, events, omissions or accidents beyond the reasonable control of the Party so prevented, including, without limitation, strikes, lockouts or other industrial disputes (whether or not involving the workforce of Parties or any other party), acts of God, embargo, war, terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm or to the after effects of any of the foregoing. If any such delay occurs, then (unless the cause thereof shall frustrate or render impossible or illegal the performance of the Agreement which shall otherwise discharge the same) the period for the Party to perform its obligations under the Agreement shall be extended by such period (not limited to the lengths of delay) as the Party may reasonably require to complete such performance.

7.2 The Party invoking this Clause shall give Notice forthwith to the other Party upon becoming aware of an occurrence of Force Majeure, such Notice to contain details of the circumstances giving rise to the occurrence and shall use reasonable endeavors to mitigate the effect of the Force Majeure.

7.3 If a default due to an occurrence of Force Majeure continues for more than two calendar months, then the counter party of the Party prevented shall be entitled to terminate the Agreement in respect of the Services that are affected by the occurrence of Force Majeure. The Agreement will stay in force with regard to the Services that are not affected by the occurrence of Force Majeure.

Clause 8

Notices

8.1 A Notice shall be deemed received as of the following:

(a) if delivered by hand or by registered mail: on the time of delivery;

(b) if sent by fax: at the time of reception, if received during Business Hours of the recipient, or else one hour after commencement of the next Business Day;

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(c) if sent by Electronic Message: at the time of reception of such Electronic Message if received during Business Hours, or else one hour after commencement of the next Business Day. An Electronic Message shall be deemed to have reached the computer system at the moment of its receipt as recorded in the receiving Party’s computer system, save where evidence to the contrary is adduced by the sending Party.

8.2 In the event an Electronic Message is transmitted, the receiving Party shall acknowledge the receipt of an Electronic Message to the sending Party without undue delay. The mere fact that the sending Party does not receive acknowledgement of receipt shall not affect the validity of the Electronic Message or its effects.

Clause 9

Confidentiality

9.1 Each Party undertakes that it will not use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information, including without limitation, all technical and business information or financial information of the other Party, or information, marked as “Confidential”, received by one Party to the Agreement (hereinafter referred to as “Receiver’) from the other Party to the Agreement (hereinafter referred to as the “Disclosing Party”) pursuant to or in connection with the performance of the Agreement or which may have or may in the future come to its knowledge (“Confidential Information”). Each of the Parties shall use its reasonable endeavors to prevent the publication or disclosure of any Confidential Information concerning such matter.

9.2 The obligation as set forth in Clause 9.1 shall not apply to Confidential Information which:

(a) Is or becomes publicly available by other than unauthorized disclosure;

(b) Was provably known and in record at the Receiver prior to disclosure by the Disclosing Party;

(c) Is completely independently developed by the Receiver and prior to any such disclosure by the Disclosing Party, as evidenced by written records prepared prior to the Commencement Date of the Agreement;

(d) Is ascertainable from a commercially available product; or

(e) Is disclosed pursuant to administrative or judicial action, provided that the Receiver shall use its best efforts to maintain the confidentiality of the Confidential Information and shall, immediately after gaining knowledge or receiving notice of such action, notify the Disclosing Party thereof and give the Disclosing Party the opportunity to seek any legal remedies so as to maintain such Confidential Information in confidence.

9.3 The Customer will not use any trademark, service mark or trade name (whether registered or not) of Interxion or any of Interxion’s Affiliated Companies or publish any press releases regarding the Agreement without the prior written consent of Interxion.

Clause 10

Permission to Subcontract

Interxion is entitled to subcontract all or part of its obligations under the Agreement. Interxion will remain responsible for the fulfillment of its obligations under the Agreement

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Clause 11

Relationship

11.1 The Parties intend to record only rights and obligations between themselves in the Agreement. Therefore, the Agreement will not grant any right or protection to third parties, such as customers of Customer.

11.2 The Customer shall indemnify and keep indemnified, hold harmless and defend Interxion in respect of any loss, damage or expense (including attorneys’ fees) resulting from any claim brought by customers of the Customer regarding the subject of the Agreement.

11.3 Nothing in these General Terms and Conditions or in the Agreement is intended to or shall operate to create nor shall be deemed to create any partnership, joint understanding or joint venture between Interxion and the Customer or to authorize the Customer to act as agent for Interxion, and the Customer shall have no authority to act in the name or on behalf of Interxion or to bind Interxion in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Clause 12

Assignment

12.1 The Agreement is personal to the Customer and the Customer may not assign, transfer, subcontract, sublicense or otherwise part with the Agreement or any right or obligation under the Agreement to any third party without the prior written consent of Interxion.

12.2 Intention shall be entitled to transfer the Agreement as well as any and all rights and obligations arising out of or in connection with the Agreement upon Notice to the Customer. Interxion shall be entitled to transfer the Agreement as well as any and all rights and obligations arising out of or in connection with the Agreement upon Notice to the Customer to an Affiliated Company.

Clause 13

Term and Termination

13.1 Subject to the provisions of this Clause the Agreement shall commence on the Commencement Date and shall remain in effect for the Initial Agreement Period after the Commencement Date. The Agreement shall thereafter be automatically renewed for a successive period of 1 (one) year unless terminated by either Party by Notice to the other Party, not less than 3 (three) months before the end of the Initial Agreement Period or any successive period.

13.2 Either Party may terminate the Agreement by Notice with immediate effect in the event that:

(a) the other Party makes an assignment of all or substantially all of its assets for the benefit of its creditors or the other Party makes a likewise arrangement for the benefit of its creditor; or

(b) the lease agreement between Interxion and its landlord is validly terminated;

(c) the other Party becomes insolvent, or voluntary or involuntary proceedings are instituted by or against such other Party under any applicable insolvency laws; or

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(d) the other Party has been convicted of an offence concerning its professional conduct by a judgment that has the force of res judicata; or

(e) the other Party caused damages as a result of gross negligence or willful intent;

(f) the other Party liquidates.

13.3 Without prejudice to any other right either Party may have under the Agreement, each Party shall be entitled to terminate the Agreement or its obligations there under with immediate effect by Notice to the other Party in the event that:

(a) the other Party breaches or fails to perform any of the terms of the Agreement and such breach or failure is (i) not capable of remedy; or (ii) if capable of remedy and after receipt of a Notice requiring such breach or failure to be remedied, is not remedied within 14 (fourteen) days from the date of such Notice;

(b) the other Party does not meet or no longer meets any or all of the technical, financial or statutory conditions for access to and use of the Services and such failure is (i) not capable of remedy; or (ii) if capable of remedy, is not remedied within the reasonable timeframe from the date of a Notice, requiring such failure to be remedied.

13.4 Any right to suspend its performance of the Agreement is without prejudice to the relevant Party’s right to terminate the Agreement. Termination of the Agreement shall not prejudice the rights accrued up to the date of termination by either Party.

13.5 In the event that Interxion has not received the full payment of an invoice on the Due Date and without prejudice to any other right Interxion may have under the Agreement, Interxion has the right to suspend or terminate any and all Services (including the obligation to provide the Customer Equipment with power) and deny the Customer access to the Premises, without incurring any liability.

13.6 Upon termination of the Agreement, the Customer shall promptly and without charge to Interxion:

(a) return to Interxion or destroy all Confidential Information including all copies thereof which are in its possession or use at that time and provided in relation to the Agreement; and

(b) remove all such Confidential Information stored in any equipment, computer systems, network, files, software under the control of or used by or on behalf of the Customer; and

(c) confirm in writing to Interxion that the actions set forth in (a) and (b) above have been taken.

13.7 Expiration or termination of the Agreement shall not prejudice the terms and conditions of such Agreement, which by their nature must be deemed to survive such to expiration of termination, including but not limited to Clauses 3, 4, 6, 9 and this paragraph.

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Clause 14

Miscellaneous

14.1 If any provision in the Agreement is void or avoided for whatever reason, the remaining provisions shall remain in full force and effect. The Parties shall consult each other in order to replace the void or avoided provision and shall agree on a new provision, which approximates the aim and purport of the void or avoided provision as closely as possible.

14.2 The failure on the part of either Party to exercise, or any delay in exercising, any right or remedy hereunder shall not operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or future exercise thereof or the exercise of any other remedy granted hereby or by any related document or by law.

14.3 Any amendments, modifications, additions, supplements and other changes to any provision of the Agreement shall only be binding on the Parties if they are made in writing and signed by a duly authorized representative of each of the Parties. Notwithstanding the foregoing, Interxion may amend or supplement the Agreement, including the Annexes and Schedules hereto, without having to obtain the prior written consent of the Customer, to the extent that such amendments or supplements contain non-material changes or changes in order to reflect:

(a) technical and/or operational matters, provided that such changes do not materially affect the Services; and/or

(b) changes in applicable law, regulations or codes of conduct.

Clause 15

Statutory conditions

15.1 The Customer shall at its own costs apply for, possess and maintain any authorization, license, registration, and/or permit which is required to enable it to conduct its respective businesses and to use the Services. The Customer shall comply with the conditions as set forth in such authorization, license or permit and shall indemnify and keep indemnified Interxion for any claim by a third party in respect of damages, losses or costs suffered, due to the Customer’s non-compliance with the aforementioned obligations.

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Equipment Housing Schedule 1: Service Description

1. Introduction-

Interxion’s data centres offer state-of-the-art facilities for equipment housing. Maintained round the clock by our highly trained staff, our data centres are specially designed and equipped to the highest industry standards — uninterruptible AC and DC power supplies, automatic fire extinguishing equipment with three types of sensors detecting smoke and fire at multiple levels, backup generators, access control, security systems and multiple redundant fibre connections to all major carriers. The Equipment Housing service can be adapted to meet your specific needs.

2. Equipment Housing space options

In the data centres, Interxion offers four different Equipment Housing solutions.

Private room — A Private room provides dedicated space in the data centre Your Private room is located inside a dedicated climate controlled area in the data centre and is secured from other client areas by walls. The power distribution unit is dedicated exclusively to your Private room.

Suite — A suite provides dedicated space in the data centre, which can be tailored to your specific needs. Your suite is located inside a shared climate controlled area in the data centre, but is secured from other client areas by walls. The power distribution unit is dedicated exclusively to your suite.

Cage — A cage provides space separated from other clients, within a shared area in the data centre. You share power distribution, climate control and common area access control system with other clients.

Cabinet Space — Cabinet Space offers a dedicated footprint to install your cabinets in the data centre. Your cabinets will occupy a shared area alongside those of other clients, maximizing the available space. Each cabinet has a dedicated power feed, coming from a shared power distribution unit. Cable trays are included. You can install your own cabinets or purchase them from Interxion.

3. Equipment Housing services

Guaranteed power

Power is key to your operation in our data centres. Without a reliable power supply, you cannot operate. Interxion has taken extensive measures to equip its data centres with a reliable and resilient power infrastructure, including diesel generators with sufficient fuel storage, UPS systems, various redundant elements in the distribution network throughout our building, as well as effective escalation procedures and 24x7 support in case of problems.

The Equipment Housing service provides various solutions for your power needs. The following power options are available, although these may vary per data centre due to local customs and/or regulations.

• AC power voltage: 230 Volt single phase or 400 Volt three phase

• AC 230 V power breakers: 6, 16 or 32 Ampere (Zurich 13 A)

• DC power voltage: 48 Volt, DC power breakers: various sizes

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Power is provided per plug or plug set which Interxion installs under the raised floor at the location of the cabinet position or at the points in the Cage or Suite as requested by the Customer. The AC and DC power point of supply is at the installed plug or plug set, as indicated in Schedule 4 by “SLA Demarcation Line”. Distribution of power from the supply point onwards is the responsibility of the Customer, subject to the following restrictions.

Power usage is either included as a flat rate in the monthly rental charges for the plug or plug set, or is measured separately by a customer specific kWh meter. Private rooms and Suites are by default equipped with a kWh meter.

Cages and Cabinet positions do not have kWh meters, although these can be installed on request at additional cost to the customer.

Max usage of a power plugset:

The current drawn from the plugset shall not exceed a total maximum continuous load of 70% from one rated MCB (Miniature Circuit Breaker)

For instance, the total continuous current drawn from a 16 Amp breaker plugset shall not exceed a maximum of 11.2 Amp.

Compliance with this requirement will be measured by for instance the following methods:

• Once a month a check with a clamp meter measuring and confirming the contractually agreed continuous current in Amps.

• Once a month read the kWh meters (11.2 A * 230V* 24hrs * 30 days/1000 = 1,855 kWh/month)

In case of a customer specific meter, power usage is metered according to the terms in and charged at the price as defined in the Service Form.

In most locations, Intention offers three different service levels to meet your individual Equipment Housing needs.

• Basic — One socket outlet per cabinet, supplied by an uninterruptible power supply (UPS) system. Input power for the UPS system is provided by the commercial power supply system, which is backed up by stand-by generator(s). This service level offers a SLA of 99.9% power availability.

Reference Schedule 4: CEPCD

• Standard — Two socket outlets per cabinet. One socket is supplied by an uninterruptible power supply (UPS) system. The other socket, serving as a back-up, is supplied by a normal (interruptible) power supply system. Input power for both systems is provided by the commercial power supply system, which is backed up by stand-by generator(s). DC power is provided by two feeds from one N+1 redundant DC system. This service level offers a SLA of 99.99% power availability.

Reference Schedule 4: CEPCD

• Advanced — Two socket outlets per cabinet. One socket is supplied by an uninterruptible power supply (UPS) system. The other socket, serving as back-up is supplied by a separate but identical UPS system. Input power for the two UPS systems is provided by the commercial power supply system, which is backed up by stand-by generator(s). This service level offers a SLA of 99.999% power availability.

Reference Schedule 4: CEPCD

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Climate control systems

The customer areas in all of our data centres are equipped with down-flow air-cooling systems. Multiple air conditioning units are installed to provide redundant capacity in a N+1 configuration.

Fire protection

All of the data centres are equipped with smoke/fire detection systems and gas-based fire suppression systems as a first-line defence against fire. The type of gas used depends on the national regulations applicable to the location of the data centre. These systems are automatic and monitored continuously (24 x 7). All facilities are equipped with hand-held CO2 fire extinguishing systems, as required by local fire regulations.

For additional protection from fire, Intention uses Very Early Smoke Detection Alarm (VESDA) system. In the unlikely event of a fire, this system immediately alerts Interxion staff of the presence of smoke so they can take appropriate action.

Security

Security is as important to us as it is to you. That’s why every Interxion facility has implemented strict procedures to protect your assets. Intention’s data centres are designed as “buildings within buildings,” and are protected by an electronic intruder system and security guards available 24 hours a day. Proof of identity is mandatory for visitors and is checked against customer-defined access lists. All visits are logged, and video surveillance cameras monitor all activity within secure areas.

Access

The data centre and the customer’s premises will be accessible 24 x 7 to the Customer. The Intention Welcome Pack explains access and other operational procedures. If customers obey the procedures but access cannot be provided the European Service Centre (ESC) must be notified. Once the ESC is notified access will be granted within 30 minutes provided appropriate validation procedures can be followed.

Structured Cabling

Structured Cabling (redundant cabling) is installed in accordance with industry standard performance specifications. In case of a cable failure Interxion will provide emergency patches. In combination with the Hands & Eyes Rapid Response service you can call the ESC 24 x 7 for trouble shooting support.

4. Hands & Eyes

All Equipment Housing options include Hands and Eyes support that can be delivered at request of the Customer. The Hands and Eyes service offers generic Rapid Response and Pre Scheduled Work services for customers in Intention’s data centres across Europe. Customer equipment can be any equipment - passive or active - controlled by the customer and located at the Interxion data centre.

Rapid Response Support

Hands & Eyes requests may be in the form on an immediate response, providing customers with an on-site technician, 24 x 7, within a guaranteed response time of 1 hour during standard business hours. For all requests submitted outside standard business hours, work on the request will begin within 2 hours.

Customers pay as they use based on a pre-agreed hourly rate. Interxion will charge Customer 1 hour minimum, thereafter 30-minute increments. Customers may opt to subscribe to a monthly block of hours for a fixed monthly tariff at a lower hourly rate. Unused hours from the block at the end of a calendar month cannot be transferred to the next month.

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Interxion’s technician provides basic support on customers equipment, such as basic configuration of systems (e.g. via console and telnet session), power on, power off equipment, setting switches, pushing buttons and reading displays. Rapid Response is provided on equipment of any make or model provided customer gives specific instructions on the work that needs to done. The Interxion technician has general knowledge of providing support on ICT equipment.

Pre Scheduled Work

For requests that are made for future or complex requests, Interxion will provide the Customer with an estimated budget and time planning for the requested work. After acceptance by the Customer of the estimated budget and time planning, Interxion acting as the customer-supervised hands will deliver the requested work. This also includes maintenance, installation work, configuration or troubleshooting work. Interxion would recommend in conjunction with customers that Runbooks & cabinet documentation are produced and mutually agreed to provide support to the customers operation. An allowance of time can be agreed for the documentation to be produced. Interxion will perform such requests only during Business Hours, unless otherwise agreed upon between Parties.

Standby Fees and Blocks of Hours

Customers who require regular interventions on their equipment (during or outside of office hours) may reduce the hourly charge for any Hands & Eyes intervention by signing up to a monthly standby fee paid in advance.

Customers who anticipate a minimum number of Hands & Eyes interventions a month may also lower the hourly rate of charge by booking Blocks of Hours (unused hours cannot be carried over to the next month.) The Blocks of Hours can be used for any Hands & Eyes interventions throughout the month.

5. Cabinet Plus

The bundle includes Standard Cabinet Space (99.99% availability of power), 16 Amp power plug set, including a maximum usage of 1,855 kWh/month (2.6 kW continuous load/ 16 Amp plugset), a 600 mm wide cabinet, structured cabling to the central patch room (5 UTP’s and 5 patches), installation Support: 2 installation hours included, Basic Hands & Eyes Rapid Response support and Basic Monitoring: 5 ports or URL’s per Cabinet Space, maximum 25 per customer. Additional components / ports / URL’s possible at additional charges.

Interxion Monitoring services allow Interxion to observe the availability and/or the performance characteristics of system and network components in near real-time, to report on the performance characteristics, to set thresholds for automatic alarms and to take appropriate actions upon such alarms.

Basic Monitoring service tests the availability of customer equipment at 1-minute intervals. Intention uses automated software to monitor URL’s and ports.

If the software of Interxion detects unavailable equipment, (5 sequential tests are not replied to) the Customer will be notified automatically via e-mail or pager.

6. Technical fact sheet

Building	Goods storage and loading/delivery docking area, typical height 3.50m
	Parking spaces
Suite Cage Cabinet Space	Lighting 400 Lux at ground floor level
	Cleaning of the raised floor, all areas
	Maintenance of the technical infrastructure (e.g. power, air-conditioning)
	Power cabling under raised floor; data cabling overhead (optional under raised floor)
	Door width: 1.75m, Door height: 2.0m
	Internet Exchange Centre height: slab to ceiling minimum 3.00m, typical 3.80m

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Floor	300kg/point, 1200 kg/m2
	ESD Raised floor
Climate	Temperature on average for closed cabinet 18 °C — 25 °C and 14 °C — 21 °C underneath the raised floor for open cabinets and a mixed rack environment
	Humidity: 40% - 60% measured at the return of the CRAC unit
	Customer rooms have n+1 redundant down flow air conditioning units
	Water detection
Power	Diesel generator backup, diesel fuel storage typical for 24 hours backup depending on local rules and regulations
	UPS 230V AC. Choice: Basic, Standard or Advanced service level at various fuse ratings
	48V DC. Choice: Basic, Standard or Advanced at various fuse ratings
	Clean power ground and over-voltage/surge protection
Security	Access: 24 hours a day, 7 days a week, based on pre-defined access list.
	Only authorized staff and registered customer staff or representatives are allowed on-site
	Surveillance: 24 hours a day, 7 days a week
	CCTV in reception and hallways
	Security zones using designated alarm and card-key access
	Logging of all entries
	Gas fire extinguishing system in compliance with country regulations
Fire protection	Smoke and fire detection system
	Very early Smoke Detection Alarm (VESDA or other vendor based on laser technology)
	Fire-retarding walls minimum F60 depending on local rules and regulations

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Equipment Housing Schedule 2: Service Level Agreement

1. Subject

This Service Level Agreement (“SLA”) applies to the services set forth in Schedule 1.

The SLA guarantees eligible customers reimbursement of (part of) their monthly service fees (“Credits”) in case Interxion did not perform to performance metrics as defined in this SLA (“SLA metrics”).

The SLA metrics are either measured on a calendar month basis (“Monthly Metric”) or on an event basis (“Event Metric”). The SLA metrics will be automatically renewed each calendar year, beginning on January 1. In the event that Interxion wishes to modify any of the SLA metrics, Customer will be given 30 days’ notice in writing of the proposed changes. This document supersedes all previous SLA’s for Equipment Housing services issued by Interxion.

2. Contact

Interxion provides the Customer with a single point of contact at Interxion’s European Service Centre for all issues, including all technical, billing, and product inquiries. All events, in case of failure, must be logged at the European Service Centre by phone.

International free phone number:	+800 INTRXION (+800 4687 9466)
Alternative telephone number:	+44 20 7375 7070
Email address:	customer.serviceseinterxion.com

Interxion has the right to change these contact details with a 30 days notice period.

3. Service Delivery

Defined Service Hours of Operation. 24 hours a day, 365 days a year, during the term of the contract.

Service Installation. The service will be considered available to customer when the following installation steps are completed:

• Inventory of customer requirements; orders are laid down in Customer Order Forms and/or Service Forms.

• Delivery time and installation activities start after formal acceptance of the Customer Order Form and/or Service Form.

• Formal acceptance of the services as described in the Service Form by the Customer; sign off the Acceptance Test Document.

The service will be available to customer on the Commencement Date provided that

• Customer has returned to Interxion a completed and signed Technical Requirements Questionnaire (“TRQ”), taking into account delivery times and installation time required to be ready for service, prior to the Commencement Date. The TRQ is input to Interxion during the installation and configuration of the Service. It provides the relevant technical details of customer’s infrastructure.

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Incident handling.

In case of any incident, partial or complete failure of service, Interxion will notify Customer using the designated contact persons and notification directives as specified by customer.

In the event of a customer identifying an Incident, he can contact Intention’s European Service Centre, 24 hours a day, 365 days a year on the telephone numbers or email address mentioned under “Contact”.

4. Service Levels, Guarantees and Credits

Interxion’s Equipment Housing services come with industry-leading Service Levels that guarantee the quality of our services.

Service level	Advanced Power
Description	Two socket outlets per cabinet. One socket is supplied by an uninterruptible power supply (UPS) system. The other socket, serving as back-up, is supplied by a separate but identical UPS system. Input power for the two UPS systems is provided by the commercial power supply system, which is backed up by stand-by generator(s).
Guarantee	99.999 % power availability for AC or DC over the period of one calendar month. The power is only considered unavailable when power on both power plugs is unavailable.
Credits	Breach of availability gives Customer the right to a credit equalling 1 week of Equipment Housing service fees for the cabinets of floor space that is directly affected by the power failure, subject to clause 5 of Schedule 2.
Reference	Schedule 4 CEPCD

Service level	Standard Power
Description	Two socket outlets per cabinet. One socket is supplied by an uninterruptible power supply (UPS) system. The other socket, serving as a back up, is supplied by a normal (interruptible) power supply system. Input power for both systems is provided by the commercial power supply system, which is backed up by stand-by generator(s). DC power is provided by two feeds from one N+1 redundant DC system. This service level offers a SLA of 99.99% power availability.
Guarantee	99.99 % power availability for AC or DC over the period of one calendar month. The power is only considered unavailable when power on both power plugs is unavailable.
Credits	Breach of availability gives Customer the right to a credit equalling 1 week of Equipment Housing service fees for the cabinets of floor space that is directly affected by the power failure, subject to clause 5.
Reference	Schedule 4 CEPCD

Service level	Basic Power
Description	One socket outlet per cabinet, supplied by an uninterruptible power supply (UPS) system. Input power for the UPS system is provided by the commercial power supply system, which is backed up by stand¬by generator(s).
Guarantee	99.9 % power availability for AC or DC over the period of one calendar month.
Credits	Breach of availability gives Customer the right to a credit equalling 1 week of Equipment Housing service fees for the cabinets of floor space that is directly affected by the power failure, subject to clause 5.
Reference	Schedule 4 CEPCD

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Service level	Climate control for closed cabinet customer area
Description	Climate control maintains the temperature and humidity in the Interxion Data Centre, its suites, cages and cabinet spaces.
Guarantee	In each Climate Controlled Area, Interxion guarantees to keep the temperature and humidity within ranges as specified below. The climate inside individual cabinets is excluded from this guarantee. •   The temperature measured at the return air intake of the CRAC unit is on average maintained within the range 18°C to 25°C. •   The relative humidity measured at the return air intake of the CRAC unit is on average maintained within the range 40% to 60%.
Credits	Breach of above guarantee in any calendar month entitles Customer to a credit equalling 1 week of Equipment Housing service fees for the cabinets of floor space that is directly affected by the climate failure, subject to clause 5

Service level	Climate control for an open cabinet customer area and for an open and closed mixed cabinet environment
Description	Climate control maintains the temperature and humidity in the Intention Data Centre, its suites, cages and cabinet spaces.
Guarantee	In each Climate Controlled Area, Interxion guarantees to keep the temperature and humidity within ranges as specified below. The climate inside individual cabinets is excluded from this guarantee. •     The air temperature underneath the raised floor and measured at the cold air exhaust of the CRAC unit is on average maintained within the range 14°C to 21°C. •     The relative humidity measured at the return air intake of the CRAC unit is on average maintained within the range 40% to 60%.
Credits	Breach of above guarantee in any calendar month entitles Customer to a credit equalling 1 week of Equipment Housing service fees for the cabinets of floor space that is directly affected by the climate failure, subject to clause 5

Closed cabinet         - is a cabinet with a solid (non-perforated) back and front door plus side panels.

Open cabinet           - is a cabinet with at least on door perforated or no doors and/or side panels at all

Service level	Hands & Eyes Rapid Response
Description	Interxion ensures that a qualified engineer will be available to respond to customer requests for assistance within agreed Response Times.
Guarantee	Interxion guarantees that a qualified Engineer will be in the Interxion Data Center ready to work on customer’s equipment within the pre-defined Response Time. The default Response Time is 2 hours
Credits	Not meeting the pre-defined Response time entitles customer to claim a credit 25 % of Monthly Recurring Standby Charge for Hands & Eyes services, subject to clause 5.

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A one-day credit is defined as 1/30 of the related monthly recurring service fees.

A one-week credit is defined as 7/30 of the related monthly recurring service fees.

Monthly Metrics are calculated according to the following formula

Availability = (Total Period Time Shutdown Time) - Downtime * 100%

(Total Period Time Shutdown time)

Total Period Time — is the average total time in one month (30 days)

Shutdown Time — planned shutdown which is service affecting for which customer has been notified, e.g., to enable inspections or maintenance

Downtime — is the time of that the Service is unavailable due to forced outages

Response time — is the period of time between the moment Interxion’s ESC has logged customer’s request, which will happen at the initial contact with the customer where a Hands & Eyes Service is called for and the moment an Engineer is on-site and has contacted the customer to report he is ready to start his work.

In order to determine breach of guaranteed service levels, Intention’s systems and records are leading.

5. Exceptions

Customer shall not receive any credits under this SLA in connection with any non-compliance with the Equipment Housing services or a failure to meet the SLA that is caused by or associated with any of the following:

• Failure to meet the Equipment Housing service levels caused by Customer or Customer’s Equipment;

• Customer equipment not connected according to agreed CEPCD (Schedule 4)

• Scheduled maintenance for which customer is provided the required minimum notice;

• Failure of any third party equipment;

• Emergency maintenance;

• Circumstances beyond lnterxion’s control.

6. Exclusive Remedy

In case Interxion fails to meet the guaranteed Service Levels, the Customer acknowledges and agrees that credits set out in the SLA shall be the Customers’ sole and exclusive remedy, except in cases where the Service Levels are not met and damage to the Customer Equipment has been caused as a result of gross negligence or wilful intent on the part of Intention.

7. Claims Procedure

To receive credits the customer should contact Interxion in writing within 30 days of the event (Event Metric) or month (Monthly Metric) in which Intention failed to meet the guaranteed Service Levels. Approved claims for credit will be credited to the Customer on his next invoice. Interxion will calculate the Credits on the basis of the recurring service fees due by the Customer during the month in which Interxion failed to meet the guaranteed Service Levels.

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8. Credit Limitations

Aggregated Credits in a given month will be limited to 50% of the monthly recurring service fees.

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Equipment Housing Schedule 3: Acceptable Use Policy

1. Introduction

This Acceptable Use Policy will set forth a set of guidelines for acceptable use of the Equipment Housing service from Interxion. All customers are required to comply with this policy.

2. House rules

Interxion maintains the following rules in order to comply with local and national laws, guidelines for installation works, working environment, safety and fire regulations. Every person entering the data centre is required to follow these rules:

1. ONLY AUTHORISED CUSTOMERS AND PERSONNEL are allowed into the data centre. Every visitor must have a personal access card. Wear your badge visibly and follow the instructions of the security personnel at all times. Access to other customer’s rooms is prohibited. Tailgating is not permitted.

2. INFORM THE SECURITY GUARD WHICH GOODS YOU WILL TAKE IN AND TAKE OUT.

3. ANNOUNCE IN ADVANCE WHEN YOU PLAN TO VISIT. Report the start and end of your activities to the security desk

4. AVOID HAZARDOUS SITUATIONS. Do not operate any equipment that may constitute a safety hazard. If in doubt, consult the Facility Manager.

5. CLOSE DOORS. Inside doors must be closed at all times in order to ensure efficient gas extinguishing make an eventual fire gas extinguishing efficient. Outside doors must be closed and locked for security.

6. EVACUATE IMMEDIATELY WHEN THE ALARM (SLOW WOOP) GOES OFF. In case of a fire alarm, the gas extinguishing system will automatically activate.

7. KEEP THE PREMISES CLEAN. Inside the Equipment Rooms clean work is essential for the function of the customers equipment. DO NOT SMOKE. The whole building is a no smoking area. DO NOT BRING FOOD. Do not eat or drink in any of the equipment rooms or the corridors.

8. ANY ACTIVITY CAUSING DUST PARTICLES IS NOT ALLOWED. Please consult the Facility Manager for assistance. The automatic alarm may be triggered if you do not follow this instruction.

9. LEAVE PACKAGING MATERIAL OUTSIDE the equipment rooms. Unwrap boxes in the docking area. Packaging material must be removed from the facilities.

10. STORAGE OF EQUIPMENT is only allowed in the equipment or storage rooms. Please contact the Facility Manager if you require assistance.

11. SWITCH YOUR ALARM SYSTEM ON when leaving the premises.

12. REPORT ALL IRREGULARITIES AND ALARMS to Customer Services (+44 20 73757070 or the intemational toll free number + 800 INTRXION)

13. CONNECT YOUR CABINET EQUIPMENT in line with the agreed SLA (reference Schedule 4 CEPCD)

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3. Use policy Radio Devices

Inside the data centre the use of GSM, GPRS, UMTS or other communications devices that work through radio communication (‘Radio Devices”) is prohibited to

a) Prevent the unauthorized transfer of information that is of a business sensitive nature to Interxion or its customers. Business sensitive refers to any information stored or processed by Intention, its customers or on behalf of its customers that is transferred to unauthorized parties would cause a loss of reputation and business opportunity to either Interxion or its customers

b) Prevent the possibility of electronic or radio interference with equipment of Interxion or its customers

Visitors of the data centre need to switch off all Radio Devices, including the standby mode, or leave them outside the Data centre. On request, Interxion will provide visitors with alternative means of communications for use inside the data centre.

4. Consequences of non-compliance

Violation of this Acceptable Use Policy is strictly prohibited. In the event of any actual or potential violation, Intention reserves the right to suspend or terminate, either temporarily or permanently, any or all services provided by Interxion, to block any abusive activity, or to take any other actions as deemed appropriate by Interxion in its sole discretion.

Customers who violate this Acceptance Use Policy may incur criminal or civil liability. Interxion may refer violators to civil or law enforcement for prosecution, and will cooperate fully with applicable government authorities in connection with the civil or crime investigations of violations.

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Equipment Housing Schedule 4 Version: 2004-2

Equipment Housing Schedule 4 Version: 2004-2

Equipment Housing Schedule 4 Version: 2004-2

Equipment Housing Schedule 4 Version: 2004-2

Equipment Housing Schedule 4 Version: 2004-2

Equipment Housing Schedule 4 Version: 2004-2

EX-10.09

Exhibit 10.09

DATED JANUARY 7, 2013

CONSULTANCY AGREEMENT

between

MIDASPLAYER AB

and

JoshSthlm AB

1

THIS AGREEMENT is dated 2013-01-07

PARTIES

(1) Midasplayer.com AB, 556653-2064, a company with limited liability, incorporated under the laws of Sweden, having its registered office in Stockholm (Company).

(2) Joshsthlm AB, 556655-2948, a company with limited liability, incorporated under the laws of Sweden, having its registered office in Gävlegatan 12B, 113 30 Stockholm. (Consultant).

Jointly referred to as the “Parties”.

Whereas:

The Parties wish to enter into a consultancy agreement and wish to lay down the terms and conditions of their appointment in this consultancy agreement;

Have agreed as follows:

AGREED TERMS

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this agreement (unless the context requires otherwise).

Business Opportunities: any opportunities which the Consultant becomes aware of during the Engagement which relate to the business of any Group Company reasonably considers might be of benefit to any Group Company.

Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.

Commencement Date: 2013-01-07

Confidential Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of any Group Company for the time being confidential to any Group Company and trade secrets including, without limitation, technical data and know-how relating to the business of any Group Company or any of their business contacts.

Consultant’s Appointed Agent: the representative appointed by the Consultant to work directly with the Company in provision of the Services.

Engagement: the engagement of the Consultant by the Company on the terms of this agreement.

Group Company: the Company, any company of which it is a Subsidiary (its holding company) and any Subsidiaries of the Company or of any such holding company.

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Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation made by the Consultant in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.

Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the Engagement other than as expressly set out in this agreement or any documents referred to in it.

Services: the services to be provided by the Consultant in a consultancy capacity for the Company or any Group Company by the Consultant’s Appointed Agent as set out in clause 3 and as more particularly described in the Schedule.

Subsidiary: in relation to a company (a holding company) means a subsidiary and any other company which is a subsidiary of a company which is itself a subsidiary of such holding company.

Termination Date: the date of termination of this agreement howsoever arising.

Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Consultant’s Appointed Agent in the provision of the Services.

1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4 A reference to one gender includes a reference to the other gender.

1.5 The schedules to this agreement form part of (and are incorporated into) this agreement.

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2. TERM OF ENGAGEMENT

2.1 This framework agreement / call-off agreement is valid from 2013-01-07. The Company shall engage the Consultant and the Consultant’s Appointed Agents shall provide the Services as agreed per project.

2.2 The Consultant confirms and undertakes that the Consultant’s Appointed Agent shall be Simon Färninger. In the event that Simon Färninger cannot perform as the Consultant’s Appointed Agent the Consultant shall inform the Company of this in writing and the Company shall have the right to terminate the Agreement with immediate effect, acknowledging the requirement to pay any outstanding Fee and Expenses up to the date of notice.

2.3 The Engagement shall commence on the Commencement Date and shall continue throughout the term unless and until terminated:

(a) as provided by the terms of each Call-off agreement; or

(b) by either party giving to the other not less than 30 days’ prior notice.

3. DUTIES

3.1 During the Engagement the Consultant shall:

(a) ensure that the Consultant’s Appointed Agent shall provide the Services with all due care, skill and ability and use his/her best endeavours to promote the interests of any Group Company; and

(b) unless prevented by ill health or accident, use all reasonable endeavours to ensure that the Services are provided by the Consultant’s Appointed Agent for at least 3 days per week throughout the Term unless otherwise agreed in writing between the parties.

3.2 If the Consultant’s Appointed Agent is unable to provide the Services due to illness or injury the Consultant shall advise the Company of that fact as soon as reasonably practicable and shall provide such evidence of his/her illness or injury as the Company may reasonably require. For the avoidance of doubt, no fee shall be payable in accordance with clause 4 in respect of any period during which the Services are not provided.

3.3 The Consultant shall use reasonable endeavours to ensure that the Consultant’s Appointed Agent is available at all times on reasonable notice to provide such assistance or information as the Company may require.

3.4 Unless it has been specifically authorised to do so by the Company in writing, neither the Consultant nor the Consultant’s Appointed Agent shall:

(a) have any authority to incur any expenditure in the name of or for the account of the Company; or

(b) hold themselves out as having authority to bind the Company.

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3.5 The Consultant shall ensure that the Consultant’s Appointed Agent complies with all reasonable standards of safety and comply with the Company’s health and safety procedures from time to time in force at the premises where the Services are provided and report to the Company any unsafe working conditions or practices.

3.6 The Consultant undertakes to the Company that during the Engagement it shall take all reasonable steps to offer (or cause to be offered) to the Company any Business Opportunities as soon as practicable after the same shall have come to its knowledge and in any event before the same shall have been offered by the Consultant (or caused by the Consultant to be offered) to any other party.

3.7 The Consultant may use another person, firm or company to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the Company will not be liable to bear the cost of such functions.

4. FEES

4.1 The Company shall pay the Consultant a consultancy fee of :

Back End developer:	800 SEK per hour or as agreed
Front End developer:	800 SEK per hour or as agreed
Interaction design:	800 SEK per hour or as agreed
Project Management:	800 SEK per hour or as agreed

On the last working day of each month during the Engagement the Consultant shall submit to the Company an invoice which gives details of the hours the Consultant’s Appointed Agents have worked during the month, the Services provided and the amount of the fee payable for the Services during that month.

4.2 In consideration of the provision of the Services during the Engagement, the Company shall pay each invoice submitted by the Consultant in accordance with clause 4.1 within thirty (30) days of receipt.

4.3 On Friday at the end of each week during the Engagement, unless otherwise agreed, the Consultant shall submit to the Company a timesheet setting out the hours worked by the Consultant’s Appointed Agent during the preceding week for review and approval by the relevant Project Manager on behalf of the Company.

4.4 The Company shall be entitled to deduct from the fees (and any other sums) due to the Consultant any sums that the Consultant may owe to the Company or any Group Company at any time.

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5. EXPENSES

5.1 The Company shall reimburse (or procure the reimbursement of) all reasonable expenses properly and necessarily incurred by the Consultant in the course of the Engagement, subject to production of receipts or other appropriate evidence of payment. All travel between shall be agreed in advance in writing (email sufficing) between the parties. All air travel shall be non-flexible economy flights unless first otherwise agreed in writing between the parties.

5.2 If the Consultant is required to travel abroad in connection with the provision of the Services it shall be responsible for any necessary insurances, inoculations and immigration requirements and shall first agree such travel with the Company in writing.

6. EXCLUSIVITY AND OTHER ACTIVITIES

6.1 Nothing in this agreement shall prevent the Consultant from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Engagement provided that:

(a) such activity does not cause a breach of any of the Consultant’s obligations under this agreement; and

(b) the Consultant shall not engage in any such activity if it relates to any of the organisations set out below without the prior written consent of the Company during the term of this agreement and for a period of six (6) months following the termination of this agreement:

(i) WorldWinner

(ii) GameDuell;

(iii) PopCap;

(iv) Zynga;

(v) Wooga;

(vi) SuperCell;

(vii) SocialPoint; and

(viii) Rovio

7. CONFIDENTIAL INFORMATION

7.1 The Consultant acknowledges that in the course of the Engagement it will have access to Confidential Information. The Consultant has therefore agreed to accept the restrictions in this clause 7.

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7.2 The Consultant shall not (except in the proper course of its duties) either during the Engagement or at any time after the Termination Date, use or disclose to any person, firm or company (and shall use its best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:

(a) any use or disclosure authorised by the Company or required by law; or

(b) any information which is already in, or comes into, the public domain otherwise than through the Consultant’s unauthorised disclosure.

7.3 Upon termination of this agreement, the Consultant shall destroy all Confidential Information provided by or on behalf of the Company throughout the term of this agreement in any form whatsoever, including but not limited to all and any Powerpoint presentations that the Consultant may have created for the Company as part of the provision of the Services.

8. DATA PROTECTION

8.1 The Consultant consents to any Group Company holding and processing data relating to it and the Consultant’s Appointed Agent for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” relating to the Consultant including, as appropriate:

(a) information about the Consultant’s physical or mental health or condition in order to monitor sick leave and take decisions as to the Consultant’s fitness for work;

(b) the Consultant’s racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; and

(c) information relating to any criminal proceedings in which the Consultant has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

8.2 The Consultant consents to the Company making such information available to any Group Company, those who provide products or services to the Company and any Group Company (such as advisers), regulatory authorities, governmental or quasi governmental organisations and potential purchasers of the Company or any part of its business.

8.3 The Consultant consents to the transfer of such information to the Company’s and any Group Company’s business contacts outside the European Economic Area in order to further their business interests.

9. INTELLECTUAL PROPERTY

9.1 The Consultant hereby assigns to the Company all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying such rights to the fullest extent permitted by law. Insofar as they do not so vest automatically by operation of law or under this agreement, the Consultant holds legal title in such rights and inventions on trust for the Company.

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9.2 The Consultant undertakes:

(a) to notify to the Company in writing full details of any Works and Inventions promptly on their creation;

(b) to keep confidential details of all Inventions;

(c) whenever requested to do so by the Company and in any event on the termination of the Engagement, promptly to deliver to the Company all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in its possession, custody or power;

(d) not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Company; and

(e) to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Company.

9.3 The Consultant warrants to the Company that:

(a) it has not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;

(b) it is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and

(c) the use of the Works or the Intellectual Property Rights in the Works by the Company will not infringe the rights of any third party.

9.4 The Consultant waives any moral rights in the Works to which it is now or may at any future time be entitled under any applicable copyright, designs or patent laws or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials, infringes the Consultant’s moral rights.

9.5 The Consultant acknowledges that no further remuneration or compensation other than that provided for in this agreement is or may become due to the Consultant in respect of the performance of its obligations under this clause 9.

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9.6 The Consultant undertakes, at the expense of the Company, at any time either during or after the Engagement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Company, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Company and to defend the Company against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and the Inventions.

9.7 The Consultant hereby irrevocably appoints the Company to be its attorney to execute and do any such instrument or thing and generally to use its name for the purpose of giving the Company or its nominee the benefit of this clause 9.

10. TERMINATION

10.1 Notwithstanding the provisions of clause 2.2, the Company may terminate the Engagement with immediate effect with no liability to make any further payment to the Consultant (other than in respect of amounts accrued prior to the Termination Date) if at any time the Consultant:

(a) is guilty of any gross misconduct affecting the business any Group Company; or

(b) commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Company; or

(c) is convicted of any criminal offence (other than an offence under any road traffic legislation in Sweden or elsewhere for which a fine or non-custodial penalty is imposed); or

(d) is in the reasonable opinion of the Company negligent and incompetent in the performance of the Services; or

(e) is declared bankrupt or makes any arrangement with or for the benefit of his/her creditors or has a county court administration order made against him/her; or

(f) is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 30 working days in any 52 week consecutive period; or

(g) is guilty of any fraud or dishonesty or acts in any manner which in the opinion of the Company brings or is likely to bring the Consultant or any Group Company into disrepute or is materially adverse to the interests of any Group Company.

10.2 The rights of the Company under clause 10.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this agreement on the part of the Consultant as having brought the agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.

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11. OBLIGATIONS UPON TERMINATION

On the Termination Date the Consultant shall:

(a) immediately deliver to the Company all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of any Group Company or their business contacts, any keys, and any other property of any Group Company, which is in its possession or under its control;

(b) irretrievably delete any information relating to the business of any Group Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in its possession or under its control outside the premises of the Company; and

(c) provide a signed statement that it has complied fully with its obligations under this clause 11.

12. STATUS

12.1 The relationship of the Consultant to the Company will be that of independent contractor and nothing in this agreement shall render the Consultant or the Consultant’s Appointed Agent an employee, worker, agent or partner of the Company and the Consultant shall ensure that neither it nor the Consultant’s Appointed Agent shall hold itself/himself/herself out as such.

12.2 This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultant shall be fully responsible for and shall indemnify the Company or any Group Company for and in respect of:

(a) any income tax, National Insurance and Social Security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law. The Consultant shall further indemnify the Company against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;

(b) any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Consultant against the Company arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Company.

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12.3 The Company may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.

13. NOTICES

13.1 Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at (in the case of the Company) its registered office for the time being and (in the case of the Consultant) its registered office for the time being or its last known address, or by sending it by fax to the fax number notified by the relevant party to the other party. Any such notice shall be deemed to have been received:

(a) if delivered personally, at the time of delivery;

(b) in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting; and

(c) in the case of fax, at the time of transmission.

13.2 In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post or that the notice was transmitted by fax to the fax number of the relevant party).

14. ENTIRE AGREEMENT

Each party on behalf of itself and (in the case of the Company, as agent for any Group Companies) acknowledges and agrees with the Company acting on behalf of itself and as agent for each Group Company) that:

(a) this agreement together with any documents referred to in it constitute the entire agreement and understanding between the Consultant and any Group Company and supersedes any previous agreement between them relating to the Engagement (which shall be deemed to have been terminated by mutual consent);

(b) in entering into this agreement neither party nor any Group Company has relied on any Pre-Contractual Statement; and

(c) the only remedy available to either party for breach of this agreement shall be for breach of contract under the terms of this agreement and it shall have no right of action against any other party in respect of any Pre-Contractual Statement. Nothing in this agreement shall, however, operate to limit or exclude any liability for fraud.

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15. GENERAL

15.1 This agreement shall be governed by and construed in accordance with Swedish law and the Parties shall submit to the exclusive jurisdiction of the Swedish Courts.

15.2 Any amendments or additions to this agreement shall be agreed by the Parties in writing, signed by the Parties.

15.3 Should any provision of this agreement be or become invalid, the validity of the other provision(s) shall not be affected thereby.

15.4 The Consultant shall inform the Company of any change of address.

15.5 This agreement has been signed in duplicate.

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Schedule of Services

The consultant shall perform the following services :

Back End development

Front End development

Project Management

Interaction design

This is a framework agreement / call-off agreement meaning that the agent fees apply to all projects that the company starts and that the consultant accepts to participate in during the term of the agreement. The scope of engagement and services required is determined at the start of each individual project.

Ordering service is done by email in which the term, scope, fees and services required for the project are agreed.

Place and date: Stockholm 2013-01-07 MIDASPLAYER AB	Place and date: Stockholm 2013-01-07 Joshsthlm AB
/s/ Lars Markgren	/s/ Andreas Ströberg
Lars Markgren	Andreas Ströberg

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EX-10.10

Exhibit 10.10

App Store Review Guidelines

Introduction

We’re thrilled that you want to invest your talents and time to develop applications for i0S. It has been a rewarding experience - both professionally and financially - for tens of thousands of developers and we want to help you join this successful group. This is the first time we have published our App Store Review Guidelines. We hope they will help you steer clear of issues as you develop your app, so that it speeds through the approval process when you submit it.

We view Apps different than books or songs, which we do not curate. If you want to criticize a religion, write a book. If you want to describe sex, write a book or a song, or create a medical app. It can get complicated, but we have decided to not allow certain kinds of content in the App Store. It may help to keep some of our broader themes in mind:

• We have lots of kids downloading lots of apps, and parental controls don’t work unless the parents set them up (many don’t). So know that we’re keeping an eye out for the kids.

• We have over 250,000 apps in the App Store. We don’t need any more Fart apps. If your app doesn’t do something useful or provide some form of lasting entertainment, it may not be accepted.

• If your App looks like it was cobbled together in a few days, or you’re trying to get your first practice App into the store to impress your friends, please brace yourself for rejection. We have lots of serious developers who don’t want their quality Apps to be surrounded by amateur hour.

• We will reject Apps for any content or behavior that we believe is over the line. What line, you ask? Well, as a Supreme Court Justice once said, “I’ll know it when I see it”. And we think that you will also know it when you cross it.

• If your app is rejected, we have a Review Board that you can appeal to. If you run to the press and trash us, it never helps.

• This is a living document, and new apps presenting new questions may result in new rules at any time. Perhaps your app will trigger this.

Lastly, we love this stuff too, and honor what you do. We’re really trying our best to create the best platform in the world for you to express your talents and make a living too. If it sounds like we’re control freaks, well, maybe it’s because we’re so committed to our users and making sure they have a quality experience with our products. Just like almost all of you are too.

Table of Contents

1.	Terms and conditions
2.	Functionality
3.	Metadata, ratings and rankings
4.	Location
5.	Push notifications
6.	Game Center
7.	iAds
8.	Trademarks and trade dress
9.	Media content
10.	User interface
11.	Purchasing and currencies
12.	Scraping and aggregation
13.	Damage to device
14.	Personal attacks
15.	Violence
16.	Objectionable content
17.	Privacy
18.	Pornography
19.	Religion, culture, and ethnicity
20.	Contests, sweepstakes, lotteries, and raffles
21.	Charities and contributions
22.	Legal requirements

1. Terms and conditions

1.1 As a developer of applications for the App Store you are bound by the terms of the Program License Agreement (PLA), Human Interface Guidelines (HIG), and any other licenses or contracts between you and Apple. The following rules and examples are intended to assist you in gaining acceptance for your app in the App Store, not to amend or remove provisions from any other agreement.

2. Functionality

2.1 Apps that crash will be rejected

2.2 Apps that exhibit bugs will be rejected

2.3 Apps that do not perform as advertised by the developer will be rejected

2.4 Apps that include undocumented or hidden features inconsistent with the description of the app will be rejected

2.5 Apps that use non-public APIs will be rejected

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2.6 Apps that read or write data outside its designated container area will be rejected

2.7 Apps that download code in any way or form will be rejected

2.8 Apps that install or launch other executable code will be rejected

2.9 Apps that are “beta”, “demo”, “trial”, or “test” versions will be rejected

2.10 iPhone apps must also run on iPad without modification, at iPhone resolution, and at 2X iPhone 3GS resolution

2.11 Apps that duplicate apps already in the App Store may be rejected, particularly if there are many of them

2.12 Apps that are not very useful or do not provide any lasting entertainment value may be rejected

2.13 Apps that are primarily marketing materials or advertisements will be rejected

2.14 Apps that are intended to provide trick or fake functionality that are not clearly marked as such will be rejected

2.15 Apps larger than 20MB in size will not download over cellular networks (this is automatically prohibited by the App Store)

2.16 Multitasking apps may only use background services for their intended purposes: VoIP, audio playback, location, task completion, local notifications, etc.

2.17 Apps that browse the web must use the iOS WebKit framework and WebKit Javascript

2.18 Apps that encourage excessive consumption of alcohol or illegal substances, or encourage minors to consume alcohol or smoke cigarettes, will be rejected

2.19 Apps that provide incorrect diagnostic or other inaccurate device data will be rejected

2.20 Developers “spamming” the App Store with many versions of similar apps will be removed from the iOS Developer Program

3. Metadata (name, descriptions, ratings, rankings, etc.)

3.1 Apps with metadata that mentions the name of any other mobile platform will be rejected

3.2 Apps with placeholder text will be rejected

3.3 Apps with descriptions not relevant to the application content and functionality will be rejected

3.4 App names in iTunes Connect and as displayed on a device should be similar, so as not to cause confusion

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3.5 Small and large app icons should be similar, so as to not to cause confusion

3.6 Apps with app icons and screenshots that do not adhere to the 4+ age rating will be rejected

3.7 Apps with Category and Genre selections that are not appropriate for the app content will be rejected

3.8 Developers are responsible for assigning appropriate ratings to their apps. Inappropriate ratings may be changed by Apple

3.9 Developers are responsible for assigning appropriate keywords for their apps. Inappropriate keywords may be changed/deleted by Apple

3.10 Developers who attempt to manipulate or cheat the user reviews or chart ranking in the App Store with fake or paid reviews, or any other inappropriate methods will be removed from the iOS Developer Program

4. Location

4.1 Apps that do not notify and obtain user consent before collecting, transmitting, or using location data will be rejected

4.2 Apps that use location-based APIs for automatic or autonomous control of vehicles, aircraft, or other devices will be rejected

4.3 Apps that use location-based APIs for dispatch, fleet management, or emergency services will be rejected

5. Push notifications

5.1 Apps that provide Push Notifications without using the Apple Push Notification (APN) API will be rejected

5.2 Apps that use the APN service without obtaining a Push Application ID from Apple will be rejected

5.3 Apps that send Push Notifications without first obtaining user consent will be rejected

5.4 Apps that send sensitive personal or confidential information using Push Notifications will be rejected

5.5 Apps that use Push Notifications to send unsolicited messages, or for the purpose of phishing or spamming will be rejected

5.6 Apps cannot use Push Notifications to send advertising, promotions, or direct marketing of any kind

5.7 Apps cannot charge users for use of Push Notifications

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5.8 Apps that excessively use the network capacity or bandwidth of the APN service or unduly burden a device with Push Notifications will be rejected

5.9 Apps that transmit viruses, files, computer code, or programs that may harm or disrupt the normal operation of the APN service will be rejected

6. Game Center

6.1 Apps that display any Player ID to end users or any third party will be rejected

6.2 Apps that use Player IDs for any use other than as approved by the Game Center terms will be rejected

6.3 Developers that attempt to reverse lookup, trace, relate, associate, mine, harvest, or otherwise exploit Player IDs, alias, or other information obtained through the Game Center will be removed from the iOS Developer Program

6.4 Game Center information, such as Leaderboard scores, may only be used in apps approved for use with the Game Center

6.5 Apps that use Game Center service to send unsolicited messages, or for the purpose of phishing or spamming will be rejected

6.6 Apps that excessively use the network capacity or bandwidth of the Game Center will be rejected

6.7 Apps that transmit viruses, files, computer code, or programs that may harm or disrupt the normal operation of the Game Center service will be rejected

7. iAds

7.1 Apps that artificially increase the number of impressions or click-throughs of ads will be rejected

7.2 Apps that contain empty iAd banners will be rejected

7.3 Apps that are designed predominantly for the display of ads will be rejected

8. Trademarks and trade dress

8.1 Apps must comply with all terms and conditions explained in the Guidelines for using Apple Trademark and Copyrights and the Apple Trademark List

8.2 Apps that suggest or infer that Apple is a source or supplier of the app, or that Apple endorses any particular representation regarding quality or functionality will be rejected

8.3 Apps which appear confusingly similar to an existing Apple product or advertising theme will be rejected

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8.4 Apps that misspell Apple product names in their app name (i.e., GPS for Iphone, iTunz) will be rejected

8.5 Use of protected 3rd party material (trademarks, copyrights, trade secrets, otherwise proprietary content) requires a documented rights check which must be provided upon request

8.6 Google Maps and Google Earth images obtained via the Google Maps API can be used within an application if all brand features of the original content remain unaltered and fully visible. Apps that cover up or modify the Google logo or copyright holders identification will be rejected

9. Media content

9.1 Apps that do not use the MediaPlayer framework to access media in the Music Library will be rejected

9.2 App user interfaces that mimic any iPod interface will be rejected

9.3 Audio streaming content over a cellular network may not use more than 5MB over 5 minutes

9.4 Video streaming content over a cellular network longer than 10 minutes must use HTTP Live Streaming and include a baseline 64 kbps audio-only HTTP Live stream

10. User interface

10.1 Apps must comply with all terms and conditions explained in the Apple iPhone Human Interface Guidelines and the Apple iPad Human Interface Guidelines

10.2 Apps that look similar to apps bundled on the iPhone, including the App Store, iTunes Store, and iBookstore, will be rejected

10.3 Apps that do not use system provided items, such as buttons and icons, correctly and as described in the Apple iPhone Human Interface Guidelines and the Apple iPad Human Interface Guidelines may be rejected

10.4 Apps that create alternate desktop/home screen environments or simulate multi-app widget experiences will be rejected

10.5 Apps that alter the functions of standard switches, such as the Volume Up/Down and Ring/Silent switches, will be rejected

10.6 Apple and our customers place a high value on simple, refined, creative, well thought through interfaces. They take more work but are worth it. Apple sets a high bar. If your user interface is complex or less than very good it may be rejected

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11. Purchasing and currencies

11.1 Apps that unlock or enable additional features or functionality with mechanisms other than the App Store will be rejected

11.2 Apps utilizing a system other than the In App Purchase API (IAP) to purchase content, functionality, or services in an app will be rejected

11.3 Apps using IAP to purchase physical goods or goods and services used outside of the application will be rejected

11.4 Apps that use IAP to purchase credits or other currencies must consume those credits within the application

11.5 Apps that use IAP to purchase credits or other currencies that expire will be rejected

11.6 Content subscriptions using IAP must last a minimum of 30 days and be available to the user from all of their iOS devices

11.7 Apps that use IAP to purchase items must assign the correct Purchasability type

11.8 Apps that use IAP to purchase access to built-in capabilities provided by i0S, such as the camera or the gyroscope, will be rejected

11.9 Apps containing “rental” content or services that expire after a limited time will be rejected

11.10 Insurance applications must be free, in legal-compliance in the regions distributed, and cannot use IAP

11.11 In general, the more expensive your app, the more thoroughly we will review it

12. Scraping and aggregation

12.1 Applications that scrape any information from Apple sites (for example from apple.com, iTunes Store, App Store, iTunes Connect, Apple Developer Programs, etc.) or create rankings using content from Apple sites and services will be rejected

12.2 Applications may use approved Apple RSS feeds such as the iTunes Store RSS feed

12.3 Apps that are simply web clippings, content aggregators, or a collection of links, may be rejected

13. Damage to device

13.1 Apps that encourage users to use an Apple Device in a way that may cause damage to the device will be rejected

13.2 Apps that rapidly drain the device’s battery or generate excessive heat will be rejected

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14. Personal attacks

14.1 Any app that is defamatory, offensive, mean-spirited, or likely to place the targeted individual or group in harms way will be rejected

14.2 Professional political satirists and humorists are exempt from the ban on offensive or mean-spirited commentary

15. Violence

15.1 Apps portraying realistic images of people or animals being killed or maimed, shot, stabbed, tortured or injured will be rejected

15.2 Apps that depict violence or abuse of children will be rejected

15.3 “Enemies” within the context of a game cannot solely target a specific race, culture, a real government or corporation, or any other real entity

15.4 Apps involving realistic depictions of weapons in such a way as to encourage illegal or reckless use of such weapons will be rejected

15.5 Apps that include games of Russian roulette will be rejected

16. Objectionable content

16.1 Apps that present excessively objectionable or crude content will be rejected

16.2 Apps that are primarily designed to upset or disgust users will be rejected

17. Privacy

17.1 Apps cannot transmit data about a user without obtaining the user’s prior permission and providing the user with access to information about how and where the data will be used

17.2 Apps that require users to share personal information, such as email address and date of birth, in order to function will be rejected

17.3 Apps that target minors for data collection will be rejected

18. Pornography

18.1 Apps containing pornographic material, defined by Webster’s Dictionary as “explicit descriptions or displays of sexual organs or activities intended to stimulate erotic rather than aesthetic or emotional feelings”, will be rejected

18.2 Apps that contain user generated content that is frequently pornographic (ex “Chat Roulette” apps) will be rejected

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19. Religion, culture, and ethnicity

19.1 Apps containing references or commentary about a religious, cultural or ethnic group that are defamatory, offensive, mean-spirited or likely to expose the targeted group to harm or violence will be rejected

19.2 Apps may contain or quote religious text provided the quotes or translations are accurate and not misleading. Commentary should be educational or informative rather than inflammatory

20. Contests, sweepstakes, lotteries, and raffles

20.1 Sweepstakes and contests must be sponsored by the developer/company of the app

20.2 Official rules for sweepstakes and contests, must be presented in the app and make it clear that Apple is not a sponsor or involved in the activity in any manner

20.3 It must be permissible by law for the developer to run a lottery app, and a lottery app must have all of the following characteristics: consideration, chance, and a prize

20.4 Apps that allow a user to directly purchase a lottery or raffle ticket in the app will be rejected

21. Charities and contributions

21.1 Apps that include the ability to make donations to recognized charitable organizations must be free

21.2 The collection of donations must be done via a web site in Safari or an SMS

22. Legal requirements

22.1 Apps must comply with all legal requirements in any location where they are made available to users. It is the developer’s obligation to understand and conform to all local laws

22.2 Apps that contain false, fraudulent or misleading representations will be rejected

22.3 Apps that solicit, promote, or encourage criminal or clearly reckless behavior will be rejected

22.4 Apps that enable illegal file sharing will be rejected

22.5 Apps that are designed for use as illegal gambling aids, including card counters, will be rejected

22.6 Apps that enable anonymous or prank phone calls or SMS/MMS messaging will be rejected

22.7 Developers who create apps that surreptitiously attempt to discover user passwords or other private user data will be removed from the iOS Developer Program

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Living document

This document represents our best efforts to share how we review apps submitted to the App Store, and we hope it is a helpful guide as you develop and submit your apps. It is a living document that will evolve as we are presented with new apps and situations, and we’ll update it periodically to reflect these changes.

Thank you for developing for i0S. Even though this document is a formidable list of what not to do, please also keep in mind the much shorter list of what you must do. Above all else, join us in trying to surprise and delight users. Show them their world in innovative ways, and let them interact with it like never before. In our experience, users really respond to polish, both in functionality and user interface. Go the extra mile. Give them more than they expect. And take them places where they have never been before. We are ready to help.

© Apple, 2010

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EX-10.11

Exhibit 10.11

Developer Distribution Agreement

Definitions

Google: Google Inc., a Delaware corporation with principal place of business at 1600 Amphitheatre Parkway, Mountain View, CA 94043, United States.

Device: Any device that can access the Market, as defined herein.

Products: Software, content and digital materials distributed via the Market.

Market: The marketplace Google has created and operates which allows registered Developers in certain countries to distribute Products directly to users of Devices.

Developer or You: Any person or company who is registered and approved by the Market to distribute Products in accordance with the terms of this Agreement.

Developer Account: A publishing account issued to Developers that enables the distribution of Products via the Market.

Payment Processor(s): Any party authorized by Google to provide payment processing services that enable Developers with optional Payment Accounts to charge Device users for Products distributed via the Market.

Payment Account: A financial account issued by a Payment Processor to a Developer that authorizes the Payment Processor to collect and remit payments on the Developer’s behalf for Products sold via the Market. Developers must be approved by a Payment Processor for a Payment Account and maintain their account in good standing to charge for Products distributed in the Market.

Authorized Carrier: A mobile network operator who is authorized to receive a distribution fee for Products that are sold to users of Devices on its network.

1. Introduction

1.1 The Market is a publicly available site on which Android Developers can distribute Products for Devices. In order to distribute Products on the Market, you must acquire and maintain a valid Developer Account.

1.2 If you want to charge a fee for your Products, you must also acquire and maintain a valid Payment Account from an authorized Payment Processor.

2. Accepting this Agreement

2.1 This agreement (“Agreement”) forms a legally binding contract between you and Google in relation to your use of the Market to distribute Products. In order to use the Market to distribute Products, you must first agree to this Agreement by clicking to accept where this option is made available to you. You may not distribute Products on the Market if you do not accept this Agreement.

2.2 You may not use the Market to distribute Products and may not accept the Agreement unless you are verified as a Developer in good standing. This Agreement will automatically terminate if you are (a) not a Developer in good standing, or (b) a person or entity barred from using Android software under the laws of the United States or other countries including the country in which you are resident or from which you use the Android software.

2.3 If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept the Agreement or use the Market on behalf of your employer or other entity.

3. Pricing and Payments.

3.1 This Agreement covers both Products you choose to distribute for free and Products for which you charge a fee (once payment processing is enabled on the Market). In order to charge a fee for your Products, you must have a valid Payment Account under a separate agreement with a Payment Processor. If you already have a Payment Account with a Payment Processor before signing up for the Market, then the terms of this Agreement shall supersede your Payment Account terms and condition for Products sold via the Market.

You may set the price for your Products in the currencies permitted by the Payment Processor. The Market may display to users the price of Products in their native currency, but it is not responsible for the accuracy of currency rates or conversion

3.2 The price you set for Products will determine the amount of payment you will receive. A Transaction Fee, as defined below, will be charged on the sales price and apportioned to the Payment Processor and, if one exists, the Authorized Carrier. The remainder (sales price less Transaction Fee) will be remitted to you. The “Transaction Fee” is set forth here (http://support.google.com/googleplay/android-developer/bin/answer.py?answer=112622&hl=en) and may be revised by Google from time to time. Developer is responsible for determining if a Product is taxable and the applicable tax rate for the Payment Processor to collect for each taxing jurisdiction where Products are sold. Developer is responsible for remitting taxes to the appropriate taxing authority.

3.3 You may also choose to distribute Products for free. If the Product is free, you will not be charged a Transaction Fee. You may not collect future charges from users for copies of the Products that those users were initially allowed to download for free. This is not intended to prevent distribution of free trial versions of the Product with an “upsell” option to obtain the full version of the Product: Such free trials for Products are encouraged. However, if you want to collect fees after the free trial expires, you must collect all fees for the full version of the Product

through the Payment Processor on the Market. In this Agreement, “free” means there are no charges or fees of any kind for use of the Product. All fees received by Developers for Products distributed via the Market must be processed by the Market’s Payment Processor.

3.4 Special Refund Requirements. The Payment Processor’s standard terms and conditions regarding refunds will apply except the following terms apply to your distribution of Products on the Market.

Products that can be previewed by the buyer (such as ringtones and wallpapers): No refund is required or allowed.

Products that cannot be previewed by the buyer (such as applications): You authorize Google to give the buyer a full refund of the Product price if the buyer requests the refund within 48 hours after purchase.

3.5 You Support Your Product. You will be solely responsible for support and maintenance of your Products and any complaints about your Products. Your contact information will be displayed in each application detail page and made available to users for customer support purposes.

Failure to provide adequate support for your Products may result in low Product ratings, less prominent product exposure, low sales and billing disputes. Except in cases when multiple disputes are initiated by a user with abnormal dispute history, billing disputes received by Payment Processor for Products sold for less than $10 may be automatically charged back to the Developer, in addition to any handling fees charged by the Payment Processor. Chargeback requests for Products $10 or more will be handled in accordance with the Payment Processor’s standard policy.

3.6 Reinstalls. Users are allowed unlimited reinstalls of each application distributed via the Market, provided however that if you remove a Product(s) from the Market pursuant to clauses (i), (ii), (iii) or (iv) of Section 7.1, such Product(s) shall be removed from all portions of the Market and users shall no longer have a right or ability to reinstall the affected Products.

4. Use of the Market by You

4.1 Except for the license rights granted by you in Section 5 below, Google agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any of Products, including any intellectual property rights which subsist in those applications.

4.2 You agree to use the Market only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

4.3 You agree that if you use the Market to distribute Products, you will protect the privacy and legal rights of users. If the users provide you with, or your Product accesses or uses, user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your Product, and you must provide legally adequate

privacy notice and protection for those users. Further, your Product may only use that information for the limited purposes for which the user has given you permission to do so. If your Product stores personal or sensitive information provided by users, it must do so securely and only for as long as it is needed. But if the user has opted into a separate agreement with you that allows you or your Product to store or use personal or sensitive information directly related to your Product (not including other products or applications) then the terms of that separate agreement will govern your use of such information. If the user provides your Product with Google Account information, your Product may only use that information to access the user’s Google Account when, and for the limited purposes for which, the user has given you permission to do so.

4.4 Prohibited Actions. You agree that you will not engage in any activity with the Market, including the development or distribution of Products, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to, Android users, Google or any mobile network operator. You may not use customer information obtained from the Market to sell or distribute Products outside of the Market.

4.5 Non-Compete. You may not use the Market to distribute or make available any Product whose primary purpose is to facilitate the distribution of software applications and games for use on Android devices outside of the Market.

4.6 You agree that you are solely responsible for (and that Google has no responsibility to you or to any third party for) any Products you distribute through the Market and for the consequences of your actions (including any loss or damage which Google may suffer) by doing so.

4.7 You agree that you are solely responsible for (and that Google has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Google or any third party may suffer) of any such breach.

4.8 The Market will allow you to protect your Products so that users may not share Products with other users or devices.

4.9 Product Ratings. The Market will allow users to rate Products. Only users who download the applicable Product will be able to rate it. Product ratings will be used to determine the placement of Products on the Market with higher rated Products generally given better placement, subject to Google’s ability to change placement at Google’s sole discretion. The Market may also assign you a composite score for any Product that has not received user ratings. A Developer Composite Score will be a representation of the quality of your Product based on your history and will be determined at Google’s sole discretion. For new Developers without Product history, Google may use or publish performance measurements such as uninstall and/or refund rates to identify or remove Products that are not meeting acceptable standards, as determined by Google. Google reserves the right to display Products to users in a manner that will be determined at Google’s sole discretion.

Your Products may be subject to user ratings to which you may not agree. You may contact Google if you have any questions or concerns regarding such ratings.

4.10 Marketing Your Product. You will be responsible for uploading your Products to the Market, providing required Product information to users, and accurately disclosing the security permissions necessary for the Product to function on user Devices. Products that are not properly uploaded will not be published in the Market.

4.11 Restricted Content. Any Product you distribute on the Market must adhere to the Developer Program Policies.

5. License Grants

5.1 You grant to Google a nonexclusive, worldwide, and royalty-free license to: copy, perform, display, and use the Products for administrative and demonstration purposes in connection with the operation and marketing of the Market and to use the Products to make improvements to the Android platform.

5.2 You grant to Google a nonexclusive, and royalty-free license to distribute the Products according to the publishing options selected by you on the Product upload page of the Market.

5.3 Google may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this agreement, provided that such consultants and contractors will be subject to the same obligations as Google. After termination of this Agreement, Google will not distribute your Product, but may retain and use copies of the Product for support of the Market and the Android platform.

5.4 You grant to the user a non-exclusive, worldwide, and perpetual license to perform, display, and use the Product on the Device. If you choose, you may include a separate end user license agreement (EULA) in your Product that will govern the user’s rights to the Product in lieu of the previous sentence.

5.5 You represent and warrant that you have all intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to the Product. If You use third-party materials, You represent and warrant that you have the right to distribute the third-party material in the Product. You agree that You will not submit material to Market that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless You are the owner of such rights or have permission from their rightful owner to submit the material.

6. Brand Features and Publicity

6.1 “Brand Features” means the trade names, trade marks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time.

6.2 Each party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither party grants, nor shall the other party acquire, any right, title or interest

(including, without limitation, any implied license) in or to any Brand Features of the other party. Subject to the terms and conditions of this Agreement, Developer grants to Google and its affiliates a limited, non-exclusive license during the term of this Agreement to display Developer Brand Features, submitted by Developer to Google, for use solely online or on mobile devices and in either case solely in connection with the distribution and sale of Developer’s Product through the Market, or to otherwise fulfill its obligations under this Agreement. If Developer discontinues the distribution of specific Products on the Market, Google will cease use of the discontinued Products’ Brand Features pursuant to this Section 6.2, except as necessary to allow Google to effectuate Section 3.6. Nothing in this Agreement gives Developer a right to use any of Google’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

6.3 Publicity. In addition to the license granted in 6.2 above, for purposes of marketing the presence, distribution and sale of the Developer’s Product in the Market, Google and its affiliates may include Developer Brand Features, submitted by Developer to Google: (i) within the Market and in any Google-owned online or mobile properties; (ii) in online or mobile communications outside the Market when mentioned along with other Market Products; (iii) when making announcements of the availability of the Product online or on mobile devices; (iv) in presentations; and (v) in customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists posted on Google websites). If Developer discontinues the distribution of specific Products on the Market, Google will cease use of the discontinued Products’ Brand Features for such marketing purposes. Google grants to Developer a limited, non-exclusive, worldwide, royalty-free license to use the Android Brand Features for the term of this Agreement solely for marketing purposes and only in accordance with the Android Brand Guidelines).

7. Product Takedowns.

7.1 Your Takedowns. You may remove your Products from future distribution via the Market at any time, but you must comply with this Agreement and the Payment Processor’s Payment Account terms of service for any Products distributed through the Market, including but not limited to refund requirements. Removing your Products from future distribution via the Market does not (a) affect the license rights of users who have previously purchased or downloaded your Products, (b) remove your Products from Devices or from any part of the Market where previously purchased or downloaded applications are stored on behalf of users, or (c) change your obligation to deliver or support Products or services that have been previously purchased or downloaded by users. Notwithstanding the foregoing, in no event will Google maintain on any portion of the Market (including, without limitation, the part of the Market where previously purchased or downloaded applications are stored on behalf of users) any Product that you have removed from the Market and provided written notice to Google that such removal was due to (i) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person, (ii) an allegation of defamation or actual defamation, (iii) an allegation of violation, or actual violation, of any third party’s right of publicity or privacy, or (iv) an allegation or determination that such Product does not comply with applicable law.

If you remove a Product from the Market pursuant to clauses (i), (ii), (iii) or (iv) of this Section 7.1, and an end user purchased such Product within a year before the date of takedown, at Google’s request, you must refund to the affected end user all amounts paid by such end user for such affected Product, less the portion of the Transaction Fee specifically allocated to the credit card/payment processing for the associated transaction.

7.2 Google Takedowns. While Google does not undertake an obligation to monitor the Products or their content, if Google is notified by you or otherwise becomes aware and determines in its sole discretion that a Product or any portion thereof or your Brand Features; (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise violates Google’s hosting policies or other terms of service as may be updated by Google from time to time in its sole discretion; (d) is being distributed by you improperly; (e) may create liability for Google or Authorized Carriers; (f) is deemed by Google to have a virus or is deemed to be malware, spyware or have an adverse impact on Google’s or an Authorized Carrier’s network; (g) violates the terms of this Agreement or the Developer Program Policies for Developers; or (h) the display of the Product is impacting the integrity of Google servers (i.e., users are unable to access such content or otherwise experience difficulty), Google may remove the Product from the Market or reclassify the Product at its sole discretion. Google reserves the right to suspend and/or bar any Developer from the Market at its sole discretion.

Google enters into distribution agreements with device manufacturers and Authorized Carriers to place the Market software client application for the Market on Devices. These distribution agreements may require the involuntary removal of Products in violation of the Device manufacturer’s or Authorized Carrier’s terms of service.

In the event that your Product is involuntarily removed because it is defective, malicious, infringes intellectual property rights of another person, defames, violates a third party’s right of publicity or privacy, or does not comply with applicable law, and an end user purchased such Product within a year before the date of takedown,: (i) you must refund to Google, all amounts received, plus any associated fees (i.e. chargebacks and payment transaction fees), and (ii) Google may, at its sole discretion, withhold from your future sales the amount in subsection (i) above.

8. Your Developer Credentials

8.1 You agree that you are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by Google or which you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials. Google may limit the number of Developer Accounts issued to you or to the company or organization you work for.

9. Privacy and Information

9.1 In order to continually innovate and improve the Market, Google may collect certain usage statistics from the Market and Devices, including but not limited to, information on how the Market and Devices are being used.

9.2 The data collected is examined in the aggregate to improve the Market for users and Developers and is maintained in accordance with Google’s Privacy Policy. To ensure the improvement of Products, limited aggregate data may be available to you upon written request.

10. Terminating this Agreement

10.1 This Agreement will continue to apply until terminated by either you or Google as set out below.

10.2 If you want to terminate this Agreement, you must provide Google with thirty (30) days prior written notice (unless this Agreement terminates under Section 14.1) and cease your use of any relevant developer credentials.

10.3 Google may at any time, terminate this Agreement with you if:

(A) you have breached any provision of this Agreement; or

(B) Google is required to do so by law; or

(C) you cease being an authorized Developer; or

(D) Google decides to no longer provide the Market.

11. DISCLAIMER OF WARRANTIES

11.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MARKET IS AT YOUR SOLE RISK AND THAT THE MARKET IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

11.2 YOUR USE OF THE MARKET AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MARKET IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

11.3 GOOGLE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12. LIMITATION OF LIABILITY

12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOOGLE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT GOOGLE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

13. Indemnification

13.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Google, its affiliates and their respective directors, officers, employees and agents, and Authorized Carriers from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the Market in violation of this Agreement, and (b) your Product that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy.

13.2 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless the applicable Payment Processors (which may include Google and/or third parties) and the Payment Processors’ affiliates, directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from taxes related to Your distribution of Products distributed via the Market.

14. Changes to the Agreement

14.1 Google may make changes to this Agreement at any time by sending the Developer notice by email describing the modifications made. Google will also post a notification on the Market site describing the modifications made. The changes will become effective, and will be deemed accepted by Developer, (a) immediately for those who become Developers after the notification is posted, or (b) for pre-existing Developers, the modified Agreement will become effective upon Developer’s acceptance of the modified Agreement (except changes required by law which will be effective immediately). Pre-existing Developers will show their acceptance of the modified Agreement by going to the Market site and accepting the modified Agreement. In the event that Developer does not agree with the modifications to the Agreement within thirty (30) days after the date the email is sent, then Google will suspend the distribution of your Products until Developer agrees to the modified Agreement. In the event that You do not agree with the modifications within ninety (90) days after the date the email is sent, then You must terminate your use of the Market, which will be your sole and exclusive remedy.

15. General Legal Terms

15.1 This Agreement constitutes the whole legal agreement between you and Google and governs your use of the Market, and completely replaces any prior agreements between you and Google in relation to the Market.

15.2 You agree that if Google does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Google has the benefit of under any applicable law), this will not be taken to be a formal waiver of Google’s rights and that those rights or remedies will still be available to Google.

15.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.

15.4 You acknowledge and agree that each member of the group of companies of which Google is the parent shall be third party beneficiaries to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this Agreement.

15.5 EXPORT RESTRICTIONS. PRODUCTS ON THE MARKET MAY BE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO YOUR DISTRIBUTION OR USE OF PRODUCTS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, USERS AND END USE.

15.6 The rights granted in this Agreement may not be assigned or transferred by either you or Google without the prior written approval of the other party. Neither you nor Google shall be permitted to delegate their responsibilities or obligations under this Agreement without the prior written approval of the other party.

15.7 This Agreement, and your relationship with Google under this Agreement, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Google agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that Google shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

15.8 The obligations in Sections 5, 6.2 (solely as necessary to permit Google to effectuate Section 3.6), 7, 11, 12, 13, and 15 will survive any expiration or termination of this Agreement.

Google Play Developer Program Policies

The policies listed below play an important role in maintaining a positive experience for everyone using Google Play. Defined terms used here have the same meaning as in the Developer Distribution Agreement. Be sure to check back from time to time, as these policies may change.

Content Policies

Our content policies apply to any content your app displays or links to, including any ads it shows to users and any user-generated content it hosts or links to. Further, they apply to any content from your developer account which is publicly displayed in Google Play, including your developer name and the landing page of your listed developer website. In addition to complying with these policies, the content of your app must be rated in accordance with our Content Rating Guidelines.

• Sexually Explicit Material: We don’t allow content that contains nudity, graphic sex acts, or sexually explicit material. Google has a zero-tolerance policy against child sexual abuse imagery. If we become aware of content with child sexual abuse imagery, we will report it to the appropriate authorities and delete the Google Accounts of those involved with the distribution.

• Violence and Bullying: Depictions of gratuitous violence are not allowed. Apps should not contain materials that threaten, harass or bully other users.

• Hate Speech: We don’t allow content advocating against groups of people based on their race or ethnic origin, religion, disability, gender, age, veteran status, or sexual orientation/gender identity.

• Impersonation or Deceptive Behavior: Don’t pretend to be someone else, and don’t represent that your app is authorized by or produced by another company or organization if that is not the case. Products or the ads they contain also must not mimic functionality or warnings from the operating system or other apps. Products must not contain false or misleading information in any content, title, icon, description, or screenshots. Developers must not divert users or provide links to any other site that mimics or passes itself off as another app or service. Apps must not have names or icons that appear confusingly similar to existing products, or to apps supplied with the device (such as Camera, Gallery or Messaging).

• Intellectual Property: Don’t infringe on the intellectual property rights of others, (including patent, trademark, trade secret, copyright, and other proprietary rights), or encourage or induce infringement of intellectual property rights. We will respond to clear notices of alleged copyright infringement. For more information or to file a DMCA request, please visit our copyright procedures.

• Personal and Confidential Information: We don’t allow unauthorized publishing or disclosure of people’s private and confidential information, such as credit card numbers, government identification numbers, driver’s and other license numbers, non-public contacts, or any other information that is not publicly accessible.

• Illegal Activities: Keep it legal. Don’t engage in unlawful activities on this product, such as the sale of prescription drugs without a prescription.

• Gambling: We don’t allow content or services that facilitate online gambling, including but not limited to, online casinos, sports betting and lotteries, or games of skill that offer prizes of cash or other value.

• Dangerous Products: We don’t allow content that harms, interferes with the operation of, or accesses in an unauthorized manner, networks, servers, or other infrastructure.

• Don’t transmit viruses, worms, defects, Trojan horses, malware, or any other items that may introduce security vulnerabilities to or harm user devices, apps, or personal data.

• Apps that collect information (such as the user’s location or behavior) without the user’s knowledge (spyware) are prohibited.

• Malicious scripts and password phishing scams are also prohibited on Google Play, as are apps that cause users to unknowingly download or install apps from sources outside of Google Play.

• An app downloaded from Google Play may not modify, replace or update its own APK binary code using any method other than Google Play’s update mechanism.

• System Interference:

• An app downloaded from Google Play (or its components or derivative elements) must not make changes to the user’s device outside of the app without the user’s knowledge and consent.

• This includes behavior such as replacing or reordering the default presentation of apps, widgets, or the settings on the device. If an app makes such changes with the user’s knowledge and consent, it must be clear to the user which app has made the change and the user must be able to reverse the change easily, or by uninstalling the app altogether.

• Apps and their ads must not add homescreen shortcuts, browser bookmarks, or icons on the user’s device as a service to third parties or for advertising purposes.

• Apps and their ads must not display advertisements through system level notifications on the user’s device, unless the notifications derive from an integral feature provided by the installed app (e.g., an airline app that notifies users of special deals, or a game that notifies users of in-game promotions).

• Apps must not encourage, incentivize, or mislead users into removing or disabling third-party apps except as part of a security service provided by the app.

Network Usage and Terms

Apps must not create unpredictable network usage that has an adverse impact on a user’s service charges or an Authorized Carrier’s network. Apps also may not knowingly violate an Authorized Carrier’s terms of service for allowed usage or any Google terms of service.

Spam and Placement in the Store

Developers are important partners in maintaining a great user experience on Google Play.

• Do not post repetitive content.

• Do not use irrelevant, misleading, or excessive keywords in apps descriptions, titles, or metadata.

• Developers must not attempt to change the placement of any Product in the Store, or manipulate any product ratings or reviews by unauthorized means such as fraudulent installs, paid or fake reviews or ratings, or by offering incentives to rate products.

• Apps that are created by an automated tool or wizard service must not be submitted to Google Play by the operator of that service on behalf of other persons.

• Do not post an app where the primary functionality is to:

• Drive affiliate traffic to a website or

• Provide a webview of a website not owned or administered by you (unless you have permission from the website owner/administrator to do so)

• Do not send SMS, email, or other messages on behalf of the user without providing the user with the ability to confirm content and intended recipient.

Paid and Free Apps

• App purchases: Developers charging for apps and downloads from Google Play must do so by using Google Play’s payment system.

• In-app purchases:

• Developers offering virtual goods or currencies within a game downloaded from Google Play must use Google Play’s in-app billing service as the method of payment.

• Developers offering additional content, services or functionality within another category of app downloaded from Google Play must use Google Play’s in-app billing service as the method of payment, except:

• where payment is primarily for physical goods or services (e.g., buying movie tickets, or buying a publication where the price also includes a hard copy subscription); or

• where payment is for digital content or goods that may be consumed outside of the app itself (e.g., buying songs that can be played on other music players).

Developers must not mislead users about the apps they are selling nor about any in-app services, goods, content or functionality they are selling.

Subscriptions and Cancellations

Google’s subscription cancellation policy is that a user will not receive a refund for the current billing period when canceling a subscription, but will continue to receive issues and updates of the relevant subscription content (if any) for the remainder of the billing period, regardless of the cancellation.

You (as the content or access provider) may implement a more flexible refund policy with your users directly, and it is your responsibility to notify your users of those policies and ensure that the policies comply with applicable law.

Ad Policy

The policy below covers all ads that are implemented in and bundled with apps. These rules are important in maintaining a positive experience for everyone using Android apps from Google Play. Be sure to check back from time to time, as these policies may change.

1. Developer Terms apply to the entire user experience of your app

Please be aware that Google’s Developer Distribution Agreement and Developer Program Policies (together, “Developer Terms”) apply to each app as well as any ads or third-party libraries bundled or made available through the app. Offer your users a consistent, policy compliant, and well communicated user experience.

Ads are considered part of your app for purposes of content review and compliance with the Developer Terms. Therefore all of the policies referenced above also apply. Please take care to use advertising which does not violate the Developer Terms.

Ads which are inconsistent with the app’s content rating also violate our Developer Terms.

2. Ads Context

Ads must not simulate or impersonate the user interface of any app, or notification and warning elements of an operating system.

3. Ad Walls and Interstitial Ads

Interstitial ads may only be displayed inside of the app they came with. Forcing the user to click on ads or submit personal information for advertising purposes in order to fully use an app is prohibited. A prominent and accessible target must be made available to users in any interstitial ad so they may dismiss the ad without penalty or inadvertent click-through.

4. Interfering with Apps and Third-party Ads

Ads associated with your app must not interfere with other apps or their ads.

5. Usage of Android advertising ID

Google Play Services version 4.0 introduced new APIs and an ID for use by advertising and analytics providers. Terms for the use of these APIs and ID are below.

• Usage. The Android advertising identifier must only be used for advertising and user analytics. The status of the “Opt out of Interest-based Advertising” setting must be verified on each access of the ID.

• Association with personally-identifiable information or other identifiers. The advertising identifier must not be connected to personally-identifiable information or associated with any persistent device identifier (for example: SSAID, MAC address, IMEI, etc.,) without the explicit consent of the user.

• Respecting users’ selections. Upon reset, a new advertising identifier must not be connected to a previous advertising identifier or data derived from a previous advertising identifier without the explicit consent of the user. Furthermore, you must abide by a user’s “opt out of interest-based advertising” setting. If a user has enabled this setting, you may not use the advertising identifier for creating user profiles for advertising purposes or for targeting users with interest-based advertising. Allowed activities include contextual advertising, frequency capping, conversion tracking, reporting and security and fraud detection.

• Transparency to users. The collection and use of the advertising identifier and commitment to these terms must be disclosed to users in a legally adequate privacy notification.

• Abiding by the terms of use. The advertising identifier may only be used in accordance with these terms, including by any party that you may share it with in the course of your business. Beginning August 1st 2014, all updates and new apps uploaded to the Play Store must use the advertising ID (when available on a device) in lieu of any other device identifiers for any advertising purposes.

Policy Enforcement

In the event that your app is removed from Google Play, you will receive an email notification to that effect. If you have any questions or concerns regarding a removal or a rating/comment from a user, you may contact us at http://support.google.com/googleplay/android-developer. Serious or repeated violations of the Developer Distribution Agreement or this Content Policy will result in account termination. Repeated infringement of intellectual property rights, including copyright, will also result in account termination. For more information on Google’s copyright policies, please see

https://support.google.com/legal/troubleshooter/1114905?product=androidmarket&rd=2.

Brand Guidelines

We encourage you to use the Android and Google Play brands with your Android app promotional materials. You can use the icons and other assets on this page provided that you follow the guidelines described below.

Android

The following are guidelines for the Android brand and related assets.

Android in text •      Android™ should have a trademark symbol the first time it appears in a creative. •      Android should always be capitalized and is never plural or possessive. •      Android” cannot be used in names of applications or accessory products, including phones, tablets, TVs, speakers, headphones, watches, and other devices. Instead use “for Android”. •      Incorrect: “Android MediaPlayer” •      Correct: “MediaPlayer for Android” If used with your logo, “for Android” needs to be smaller in size than your logo. First instance of this use should be followed by a TM symbol, “for Android™”. •      Android may be used as a descriptor, as long as it is followed by a proper generic term. •      Incorrect: “Android MediaPlayer” or “Android XYZ app” •      Correct: “Android features” or “Android applications” Any use of the Android name needs to include this attribution in your communication: Android is a trademark of Google Inc.

Android robot The Android robot can be used, reproduced, and modified freely in marketing communications. The color value for print is PMS 376C and the online hex color is #A4C639. When using the Android Robot or any modification of it, proper attribution is required under the terms of the Creative Commons Attribution license: The Android robot is reproduced or modified from work created and shared by Google and used according to terms described in the Creative Commons 3.0 Attribution License.

You may not file trademark applications incorporating the Android robot logo or derivatives thereof. We want to ensure that the Android robot remains available for all to use.

Android logo The Android logo may not be used. Nor can this be used with the Android robot. The custom typeface may not be used.

Google Play The following are guidelines for the Google Play brand and related assets. Google Play in text Always include a TM symbol on the first or most prominent instance of Google Play™ in text. When referring to the mobile experience, use “Google Play” unless the text is clearly instructional for the user. For example, a marketing headline might read “Download our games on Google Play™,” but instructional text would read “Download our games using the Google Play™ Store app.” Any use of the Google Play name or icon needs to include this attribution in your communication: Google Play is a trademark of Google Inc Google Play Store icon You may use the Google Play Store icon, but you may not modify it. As mentioned above, when referring to the Google Play Store app in copy, use the full name: “Google Play Store.” However, when labeling the Google Play Store icon directly, it’s OK to use “Play Store” alone to accurately reflect the icon label as it appears on a device.

2

Google Play badge   The “Get it on Google Play” and “Android App on Google Play” logos are badges that you can use on your web site and promotional materials, to point to your products on Google Play.   •      Do not modify the color, proportions, spacing or any other aspect of the badge image.   •      When used alongside logos for other application marketplaces, the Google Play logo should be of equal or greater size.   •      When used online, the badge should link to either:   •      A specific app product details page within Google Play, for example: http://play.google.com/store/apps/details?id=packageName   •      A list of products published by you, for example: http://play.google.com/store/search?q=publisherName  

To quickly create a badge that links to your apps on Google Play, use the Googe Play badge generator (provides the badge in over 40 languages).

To create your own size, download an Adobe^® Illustrator^® (.ai) file for the Google Play badge in over 40 languages.

For details on all the ways that you can link to your product details page in Google Play, see Linking to your products

Questions

To view our full guidelines or for any further brand usage questions, please contact our Android Partner Marketing team:

• For North and South America, please contact android-brand-approvals@google.com

• For Europe and Emerging Markets, please contact emea-android-brand@google.com

• For Asia and Pacific-America, please contact apac-android-brand-approvals@google.com

3

EX-10.12

Exhibit 10.12

Facebook Platform Policy

If you use Social Plugins, Facebook SDKs, or operate a Platform app or website, you must follow our Statement of Rights and Responsibilities and these additional rules unless you have our written permission to do otherwise.

Introduction

Date of Last Revision: August 20, 2013

Facebook Platform is an extension of Facebook, whose mission is to make the world more open and connected.

This agreement was written in English (US). To the extent any translated version of this agreement conflicts with the English version, the English version controls.

Additional Languages (https://developers.facebook.com/policy/#otherlanguages)

Principles

Create a great user experience

• Build social and engaging applications

• Give users choice and control

• Help users share expressive and relevant content

Be trustworthy

• Respect privacy

• Don’t mislead, confuse, defraud, or surprise users

• Don’t spam—encourage authentic communications

Policies

I. Features and Functionality

1. You must not violate any law or the rights of any individual or entity, and must not expose Facebook or Facebook users to harm or legal liability as determined by us in our sole discretion. In particular you will (if applicable): comply with the Video Privacy Protection Act (VPPA), and obtain any opt-in consent necessary from users so that user data subject to the VPPA may be shared on Facebook. You represent that any disclosure to us will not be incidental to the ordinary course of your business.

2. You must not include functionality that proxies, requests or collects Facebook usernames or passwords.

3. You must not circumvent (or claim to circumvent) our intended limitations on core Facebook features and functionality.

4. If you offer a service for a user that integrates user data into a physical product (such as a scrapbook or calendar), you must only create a physical product for that user’s personal and non-commercial use.

5. If you exceed, or plan to exceed, any of the following thresholds please contact us as you may be subject to additional terms: (>5M MAU) or (>100M API calls per day) or (>50M impressions per day).

6. Your app or website must offer an explicit “Log Out” option.

7. Special provision for apps on Pages: When a user visits your Page, if they have not given explicit permission by authorizing your Facebook app or directly providing information to your Page, you may only use information obtained from us and the user’s interaction with your Page in connection with that Page. For example, although you may use aggregate analytics for your individual Page, you must not combine information from any other sources to customize the user’s experience on your Page and may not use any information about the user’s interaction with your Page in any other context (such as analytics or customization across other Pages or websites).

8. You must not use or make derivative use of Facebook icons, or use terms for Facebook features and functionality, if such use could confuse users into thinking that the reference is to Facebook features or functionality.

9. Mobile Web Apps that are running within the Facebook iOS app must not accept payments. In particular, these apps must not reference, use, or otherwise encourage the use of Facebook Payments or other non-iOS approved payment methods.

10. Reciprocity and Replicating core functionality: (a) Reciprocity: Facebook Platform enables developers to build personalized, social experiences via the Graph API and related APIs. If you use any Facebook APIs to build personalized or social experiences, you must also enable people to easily share their experiences back with people on Facebook. (b) Replicating core functionality: You may not use Facebook Platform to promote, or to export user data to, a product or service that replicates a core Facebook product or service without our permission.

11. The primary purpose of your Canvas or Page Tab app on Facebook must not be to simply redirect users out of the Facebook experience and onto an external site.

12. You must not include data obtained from us in any search engine or directory without our written permission.

13. Special provisions for games:

a. Desktop web games off of Facebook.com may only use Facebook Login (Authentication, excluding user connections such as friend list), Social Plugins and publishing (e.g., Feed Dialog, Stream Publish, or Open Graph). When authenticating, these games may not request additional permissions other than age, email, and our Publishing Permissions.

b. Games on Facebook.com and mobile must not share the same app ID with desktop web games off of Facebook.com. You must not use Canvas apps to promote or link to game sites off of Facebook, and must not use emails obtained from us to promote or link to desktop web games off of Facebook.com.

c. Games on Facebook.com or Mobile Web must use Facebook Payments as their sole and exclusive payment method for all virtual goods and currencies made available to users within the game. All other payment options are prohibited within games on Facebook.com or Mobile Web unless they go through Facebook Payments rather than directly through that payment option. By “Payment Method” we mean any method that allows a user to complete a transaction in a game that is on Facebook.com or Mobile Web, including, without limitation, by exchanging monetary value for virtual currency or virtual goods, whether directly at the time of purchase or via any previous transaction such as the user’s earlier purchase of a prepaid gift card or electronic code. In-game rewards of virtual currency or virtual goods earned by users through game-play activity alone are exempt from this definition.

d. Games on Facebook.com or Mobile Web may reward users with virtual currency or virtual goods in exchange for user actions that do not involve third parties, but rewards for user actions that involve third parties must be powered by Facebook Payments by integrating Facebook Payments offers. For example, you may not reward users with virtual currency or virtual goods in exchange for any action in which personally identifiable information is shared with a third party, you may not reward users with virtual currency or virtual goods in exchange for third party downloads, such as toolbars or ringtones, and you may not reward users with virtual currency for engaging in passive actions offered by third parties, such as watching a video, playing a mini-game, or taking an anonymous poll.

II. Data Collection and Use

1. You will only request the data you need to operate your application.

2. You may cache data you receive through use of the Facebook API in order to improve your application’s user experience, but you should try to keep the data up to date. This permission does not give you any rights to such data.

3. You will have a privacy policy that tells users what user data you are going to use and how you will use, display, share, or transfer that data. In addition, you will include your privacy policy URL in the App Dashboard, and must also include a link to your app’s privacy policy in any app marketplace that provides you with the functionality to do so.

4. Until you display a conspicuous link to your privacy policy in your app, any data accessed by your app (including basic account information) may only be used in the context of the user’s experience in that app. A user’s friends’ data can only be used in the context of the user’s experience on your application.

5. Subject to certain restrictions, including on use and transfer, users give you their basic account information when they connect with your application. For all other data obtained through use of the Facebook API, you must obtain explicit consent from the user who provided the data to us before using it for any purpose other than displaying it back to the user on your application.

6. You will not directly or indirectly transfer any data you receive from us, including user data or Facebook User IDs, to (or use such data in connection with) any ad network, ad exchange, data broker, or other advertising or monetization related toolset, even if a user consents to such transfer or use. By indirectly we mean you cannot, for example, transfer data to a third party who then transfers the data to an ad network. By any data we mean all data obtained through use of the Facebook Platform (API, Social Plugins, etc.), including aggregate, anonymous or derivative data.

7. You will not use Facebook User IDs for any purpose outside your application (e.g., your infrastructure, code, or services necessary to build and run your application). Facebook User IDs may be used with external services that you use to build and run your application, such as a web infrastructure service or a distributed computing platform, but only if those services are necessary to running your application and the service has a contractual obligation with you to keep Facebook User IDs confidential.

8. If you need an anonymous unique identifier to share outside your application with third parties such as content partners, advertisers, or ad networks, you must use our mechanism. You must never share this anonymous unique identifier with a data broker, information broker, or any other service that we may define as such under our sole discretion.

9. You will not sell or purchase any data obtained from us by anyone. If you are acquired by or merge with a third party, you can continue to use user data within your application, but you cannot transfer data outside your application.

10. If you stop using Platform or we disable your application, you must delete all information about a user you have received from us unless: (a) it is basic account information; or (b) you have received explicit consent from the user to retain their data.

11. You cannot use a user’s friend list outside of your application, even if a user consents to such use, but you can use connections between users who have both connected to your application.

12. You will delete all data you receive from us concerning a user if the user asks you to do so, and will provide an easily accessible mechanism for users to make such a request. We may require you to delete data you receive from the Facebook API if you violate our terms.

13. You will not include data you receive from us concerning a user in any advertising creative, without explicit consent from that user.

14. You must not give your secret key and access tokens to another party, unless that party is an agent acting on your behalf as an operator of your application. You are responsible for all activities that occur under your account identifiers.

15. Sharing information with Facebook:

a. You must not use, display, share, or transfer a user’s data in a manner inconsistent with your privacy policy, and must not give us information that you independently collect from a user or a user’s content without that user’s consent.

b. You must provide an opt-out to users where required.

c. You must not knowingly share information with us that you have collected from children under the age of 13 unless you obtain verifiable parental consent that covers Facebook’s collection, use and disclosure in compliance with applicable law.

d. Web sites or services directed to children under 13: If you use Social Plugins or our JavaScript SDK for Facebook on sites and services that are directed to children under 13, you are responsible for complying with all applicable laws. For example, if your web site or service is directed to children in the United States, or knowingly collects personal information from children in the United States, you must comply with the U.S. Children’s Online Privacy Protection Act. You must also adhere to our usage notes.

e. We can analyze your app, content, and data (including data about users’ use of your app) for any purpose, including commercial (such as for targeting the delivery of ads on and off Facebook and indexing content for search) or to provide you with insights about the effectiveness of your ads or the use of your app.

f. We can monitor your use of, or collect usage data related to, SDKs (including unique identifiers, associated IP addresses, version numbers, and which tools or services are being used and how they are being used). g. We will use information we receive from you in accordance with our Data Use Policy.

III. Content

A. General

1. Responsibility for content: You are responsible for all content of and within your application, including advertisements, user-generated content, and any content hosted, streamed or otherwise delivered to users by third parties. You must make it clear that this content is not provided by Facebook. You must also comply with the Facebook Community Standards.

2. Demographic restrictions: You are responsible for restricting access to your content in accordance with our content policies and all applicable laws and regulations. Although we provide controls to assist with this, please note that we make no representations regarding the sufficiency of any controls provided to you and that you are ultimately responsible for establishing legally compliant restrictions for each country where your app is visible.

3. Advertisements and cross-promotions:

a. You must not include advertisements, cross-promote other applications, or provide web search functionality in content distributed through Facebook social channels.

b. You can only utilize advertising or similar monetization related products or services from companies that appear on this list of Advertising Providers within Apps on Facebook.com.

4. Promotions: If you run, reference, or facilitate a promotion (contest, competition, or sweepstake) on Facebook, you must comply with Facebook’s Promotions Guidelines.

5. Permission from Facebook: You must not promote, or provide content referencing, facilitating, or containing online gambling, online real money games of skill or online lotteries without our written permission.

6. Quality of content: you are responsible for providing users with a quality experience and must not confuse, defraud, mislead, spam or surprise users. For example, you must monitor your app’s negative feedback in Application Insights to ensure it stays below our thresholds, avoid excessive advertisements or bugs, and ensure the description of your app is consistent with your app’s content.

B. Content Rights

1. You agree that you will not promote or provide content that references, facilitates, contains or uses content that infringes upon the rights of any third party, including intellectual property rights, privacy, publicity, moral or other personal or proprietary rights, or that is deceptive or fraudulent.

2. You must ensure that you own or have secured all rights necessary to copy, display, distribute, deliver, render and publicly perform all content of or within your application to Facebook users in all countries where you make the content available.

3. You are responsible for all licensing, reporting and payout obligations to third parties required in connection with content of or within your application.

4. You must use commercially reasonable geo-filtering technology to block access to your application’s content in countries where you are unauthorized to deliver such content, or where delivery of such content would otherwise infringe the rights of a third party.

5. Although we have no obligation to do so, in our sole discretion we may request, and you are required to provide us, proof that your application and any content of or within your application is properly licensed.

C. Third Party Content

If your application contains content submitted or provided by third parties, you must comply with the following rules:

1. In the United States you must take all steps required to fall within the applicable safe harbors of the Digital Millennium Copyright Act including designating an agent to receive notices of claimed infringement, instituting a repeat infringer termination policy and implementing a “notice and takedown” process. In other countries, you must comply with local copyright laws and implement an appropriate “notice and takedown” process upon receiving a notice of claimed infringement.

IV. Application Integration Points

1. You must not incentivize users to use (or gate content behind the use of) Facebook social channels, or imply that an incentive is directly tied to the use of our channels.

2. You must not pre-fill any of the fields associated with the following products, unless the user manually generated the content earlier in the workflow: Stream stories (user_message parameter for Facebook.streamPublish and FB.Connect.streamPublish, and message parameter for stream.publish), Photos (caption), Videos (description), Notes (title and content), Links (comment), and Jabber/XMPP.

3. If a user grants you a publishing permission, actions you take on the user’s behalf must be expected by the user and consistent with the user’s actions within your app.

4. Platform integrations, including social plugins:

a. Your advertisements must not include or be paired with any Platform integrations, including social plugins such as the Like button, without our written permission.

b. You must not sell or purchase placement of our Social Plugins, and must not facilitate or participate in any like exchange program.

c. You must not incentivize users to Like any Page other than your own site or application, and any incentive you provide must be available to new and existing users who Like your Page.

d. You must not obscure or cover elements of our social plugins, such as the Like button or Like box plugin.

e. Ad networks, ad exchanges, and data brokers must not use Facebook’s Platform, logos, and trademarks (including, but not limited to, Platform APIs, social plugins, the Share button, and the F logo).

5. Facebook messaging (i.e., email sent to an @facebook.com address) is designed for communication between users, and not a channel for applications to communicate directly with users.

V. Enforcement

We can take enforcement action against you and any or all of your applications if we determine in our sole judgment that you or your application violates Facebook Platform Terms and Policies. Enforcement action is both automated and manual, and can include disabling your application, restricting you and your application’s access to Platform functionality, terminating our agreements with you, or any other action as we in our sole discretion deem appropriate.

Communication with developers takes place via an email sent from the facebook.com or facebookmail.com domain to the contact email address registered to the application. To stay in touch, please ensure that your email address is current and that you do not filter out any such messages.

VI. Changes

We can change these Platform Policies at any time without prior notice as we deem necessary. Your continued use of Platform constitutes acceptance of those changes.

VII. Branding and Promotion Policy

1. You must follow the guidelines set forth in the Facebook Brand Resource and Permissions Center.

2. Your app’s description, display name and icons must adhere to our Advertising Guidelines.

VIII. Advertising Guidelines (https://www.facebook.com/ad_guidelines.php)

IX. Facebook Developer Payments Terms

Developers participating in the program for accepting payments are subject to these terms (https://developers.facebook.com/policy/payments_terms).

X. Ads API

1. Separate apps: You must use separate apps for your staging, self-service, managed service, and white-labeled apps. If you offer a white-label version of your app, you must only do so by creating a unique app for each end-advertiser (or requiring each end-advertiser to create their own app) and you must include a required field for the third party to agree to Facebook’s Platform Policies.

2. Separate ad accounts: You must use separate ad accounts for each end-advertiser and use our multi-client manager functionality to structure your end-advertiser accounts. You must never combine multiple end-advertisers within the same ad account, and this includes their connections on Facebook (ex: pages and apps).

3. Freemium: If you offer a free or trial version of an ads API app, you must allow no more than 50 ad creations per day per customer, require phone or email verification for all new accounts, and prohibit affiliate networks from using your technology.

4. Pricing transparency:

a. You must only charge fees for the use of your tools and managed services, and must only do so on a fixed fee (per campaign or period) or variable percentage of ad spend. You must disclose to your clients the actual amount that you spent on Facebook advertising based on the auction pricing, including the actual Facebook metrics (e.g. CPC, CPM rate) and the amount you charged as fees. We reserve the right to disclose this information to your client upon their request. We may require documentation from you to ensure your compliance with this policy.

b. You must not sell ads on a fixed CPM or CPC basis when using the Facebook advertising auction without our prior permission.

5. Data collection and use:

a. You may place 1x1 pixel view tags on certain advertisements with our prior authorization.

b. All data collected or obtained by you or the end-advertiser, including but not limited to all view tag data that is not otherwise available through the Facebook service, and all data derived therefrom, may only be used by you or the end-advertiser on an anonymous basis to optimize and measure the performance of that end-advertiser’s Facebook campaign. Neither you nor the end-advertiser may use data for the following purposes: retargeting whether on or off of the Facebook service; to commingle data across an advertiser’s campaigns from multiple platforms; to build or augment any user profiles, or to use piggybacking or redirects with the 1x1 pixel tags, or for any other purpose not expressly authorized by us.

c. You must not permit any person (other than an agent acting on the end-advertiser’s behalf) to access the end-advertiser’s Ad or Sponsored Story advertising statistics, including but not limited to, fixed CPM rates and any other raw, aggregate, or anonymous statistics derived from this data.

6. Separate Reporting: If you use last-click attribution, create reporting tools that separate Facebook reporting from other channels. For example, don’t create reporting dashboards that directly compare Facebook Ads metrics to search or display marketing metrics on a last-click basis. If you support other channels, you must either create a separate Facebook tool, include Facebook metrics in a separate Facebook section of your tool, or show multi-touch attribution results side-by-side with last-click attribution results. You may report Facebook mobile ads ROI metrics as they relate to other mobile ads channels.

7. Self-service reporting for Homepage ads: You must include a self-service reporting dashboard, through which end-advertisers may access up-to-date reports (raw ad statistics) for all available data points of their Homepage Ad and Sponsored Story campaigns.

8. Bidding types: You must implement all bidding types, including Optimized CPM, and you must not default to a specific type (ex: you must not default to CPC and hide oCPM).

9. Custom Audiences:

a. If you use custom audiences you must comply with the Custom Audience Terms.

b. You may create a custom audience on a client’s behalf but must only use the client’s customer data to do so (ex: you must not collect or provide any additional data to create a custom audience).

c. You must not use Facebook User IDs to create custom audiences unless the person associated with the User ID has logged into your client’s app and your client has secured any necessary consent from that person (ex: you must not create a custom audience based on users who have engaged with a Facebook Page).

d. You must not sell custom audiences, and must not transfer a custom audience to anyone without our permission.

e. Your custom audience tool may provide the same functionality and targeting options that Facebook provides, but you must not provide additional data or targeting options.

10. Enforcement: You must immediately revoke an end-advertiser’s access to your app upon our request.

XI. License

1. We give you a license to use the code, APIs, data, and tools you receive from us for use with the Facebook Platform. Don’t sell, transfer, or sublicense our code, APIs, or tools to anyone without our prior written permission. If they need a license, they should get it from us.

2. Facebook SDKs:

a. Facebook and its licensors reserve all right, title and interest, including all intellectual property and other proprietary rights, in and to all SDKs.

b. Subject to your compliance with our Platform Policies, you may use SDKs (or any components thereof) solely to develop and distribute applications for use with the Facebook Platform, and you may also distribute any code libraries or sample source code included in the SDKs for inclusion in such applications. You will not modify, translate, create derivative works of, or reverse engineer any SDK (or any components thereof). Any SDKs you receive from us are provided to you on an “as is” basis, without warranty of any kind.

XII. Definitions

1. By “Application” we mean canvas page application, Platform integration, or any other technical integration we have assigned an application identification number.

2. By “Facebook social channel” we mean Application Info Section, Page Tab, Feed, Requests (including invites), inbox attachments, Chat, Cover, Bookmarks, or any other feature of a user profile or Facebook communication channel in which or through which an application can provide, display, or deliver content directed at, on behalf of, or by permission of a user.

3. By “basic account information” we mean: name, email, gender, birthday, current city, and profile picture URL.

4. By “Facebook Platform Terms and Policies” we mean the Statement of Rights and Responsibilities and the Platform Policies.

5. By “User data you receive from Facebook” we mean any data or content (including any images, text, or other information or materials) you receive from us, that was provided by users to us, or was associated by us with a particular user.

6. By “SDK” we mean any object code library, sample source code, or documentation you receive from us that helps you create applications for use with the Facebook Platform.

Examples and Explanations

We want you to be successful on Facebook Platform, and we believe that the best way to do so is to provide a great user experience. Our Platform Policies will help you do this by explaining what’s required; these examples and explanations will help you understand how to put that into practice.

Statement of Rights and Responsibilities

This agreement was written in English (US). To the extent any translated version of this agreement conflicts with the English version, the English version controls. Please note that Section 17 contains certain changes to the general terms for users outside the United States.

Date of Last Revision: November 15, 2013.

Statement of Rights and Responsibilities

This Statement of Rights and Responsibilities (“Statement,” “Terms,” or “SRR”) derives from the Facebook Principles, and is our terms of service that governs our relationship with users and others who interact with Facebook. By using or accessing Facebook, you agree to this Statement, as updated from time to time in accordance with Section 14 below. Additionally, you will find resources at the end of this document that help you understand how Facebook works.

1. Privacy

Your privacy is very important to us. We designed our Data Use Policy to make important disclosures about how you can use Facebook to share with others and how we collect and can use your content and information. We encourage you to read the Data Use Policy, and to use it to help you make informed decisions.

2. Sharing Your Content and Information

You own all of the content and information you post on Facebook, and you can control how it is shared through your privacy and application settings. In addition:

1. For content that is covered by intellectual property rights, like photos and videos (IP content), you specifically give us the following permission, subject to your privacy and application settings: you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or in connection with Facebook (IP License). This IP License ends when you delete your IP content or your account unless your content has been shared with others, and they have not deleted it.

2. When you delete IP content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed content may persist in backup copies for a reasonable period of time (but will not be available to others).

3. When you use an application, the application may ask for your permission to access your content and information as well as content and information that others have shared with you. We require applications to respect your privacy, and your agreement with that application will control how the application can use, store, and transfer that content and information. (To learn more about Platform, including how you can control what information other people may share with applications, read our Data Use Policy and Platform Page.)

4. When you publish content or information using the Public setting, it means that you are allowing everyone, including people off of Facebook, to access and use that information, and to associate it with you (i.e., your name and profile picture).

5. We always appreciate your feedback or other suggestions about Facebook, but you understand that we may use them without any obligation to compensate you for them (just as you have no obligation to offer them).

3. Safety

We do our best to keep Facebook safe, but we cannot guarantee it. We need your help to keep Facebook safe, which includes the following commitments by you:

1. You will not post unauthorized commercial communications (such as spam) on Facebook.

2. You will not collect users’ content or information, or otherwise access Facebook, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission.

3. You will not engage in unlawful multi-level marketing, such as a pyramid scheme, on Facebook.

4. You will not upload viruses or other malicious code.

5. You will not solicit login information or access an account belonging to someone else.

6. You will not bully, intimidate, or harass any user.

7. You will not post content that: is hate speech, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.

8. You will not develop or operate a third-party application containing alcohol-related, dating or other mature content (including advertisements) without appropriate age-based restrictions.

9. You will follow our Promotions Guidelines and all applicable laws if you publicize or offer any contest, giveaway, or sweepstakes (“promotion”) on Facebook.

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10. You will not use Facebook to do anything unlawful, misleading, malicious, or discriminatory.

11. You will not do anything that could disable, overburden, or impair the proper working or appearance of Facebook, such as a denial of service attack or interference with page rendering or other Facebook functionality.

12. You will not facilitate or encourage any violations of this Statement or our policies.

4. Registration and Account Security

Facebook users provide their real names and information, and we need your help to keep it that way. Here are some commitments you make to us relating to registering and maintaining the security of your account:

1. You will not provide any false personal information on Facebook, or create an account for anyone other than yourself without permission.

2. You will not create more than one personal account.

3. If we disable your account, you will not create another one without our permission.

4. You will not use your personal timeline primarily for your own commercial gain, and will use a Facebook Page for such purposes.

5. You will not use Facebook if you are under 13.

6. You will not use Facebook if you are a convicted sex offender.

7. You will keep your contact information accurate and up-to-date.

8. You will not share your password (or in the case of developers, your secret key), let anyone else access your account, or do anything else that might jeopardize the security of your account.

9. You will not transfer your account (including any Page or application you administer) to anyone without first getting our written permission.

10. If you select a username or similar identifier for your account or Page, we reserve the right to remove or reclaim it if we believe it is appropriate (such as when a trademark owner complains about a username that does not closely relate to a user’s actual name).

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5. Protecting Other People’s Rights

We respect other people’s rights, and expect you to do the same.

1. You will not post content or take any action on Facebook that infringes or violates someone else’s rights or otherwise violates the law.

2. We can remove any content or information you post on Facebook if we believe that it violates this Statement or our policies.

3. We provide you with tools to help you protect your intellectual property rights. To learn more, visit our How to Report Claims of Intellectual Property Infringement page.

4. If we remove your content for infringing someone else’s copyright, and you believe we removed it by mistake, we will provide you with an opportunity to appeal.

5. If you repeatedly infringe other people’s intellectual property rights, we will disable your account when appropriate.

6. You will not use our copyrights or trademarks (including Facebook, the Facebook and F Logos, FB, Face, Poke, Book and Wall), or any confusingly similar marks, except as expressly permitted by our Brand Usage Guidelines or with our prior written permission.

7. If you collect information from users, you will: obtain their consent, make it clear you (and not Facebook) are the one collecting their information, and post a privacy policy explaining what information you collect and how you will use it.

8. You will not post anyone’s identification documents or sensitive financial information on Facebook.

9. You will not tag users or send email invitations to non-users without their consent. Facebook offers social reporting tools to enable users to provide feedback about tagging.

6. Mobile and Other Devices

1. We currently provide our mobile services for free, but please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply.

2. In the event you change or deactivate your mobile telephone number, you will update your account information on Facebook within 48 hours to ensure that your messages are not sent to the person who acquires your old number.

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3. You provide consent and all rights necessary to enable users to sync (including through an application) their devices with any information that is visible to them on Facebook.

7. Payments

If you make a payment on Facebook or use Facebook Credits, you agree to our Payments Terms.

8. Special Provisions Applicable to Social Plugins

If you include our Social Plugins, such as the Share or Like buttons on your website, the following additional terms apply to you:

1. We give you permission to use Facebook’s Social Plugins so that users can post links or content from your website on Facebook.

2. You give us permission to use and allow others to use such links and content on Facebook.

3. You will not place a Social Plugin on any page containing content that would violate this Statement if posted on Facebook.

9. Special Provisions Applicable to Developers/Operators of Applications and Websites

If you are a developer or operator of a Platform application or website, the following additional terms apply to you:

1. You are responsible for your application and its content and all uses you make of Platform. This includes ensuring your application or use of Platform meets our Facebook Platform Policies and our Advertising Guidelines.

2. Your access to and use of data you receive from Facebook, will be limited as follows:

1. You will only request data you need to operate your application.

2. You will have a privacy policy that tells users what user data you are going to use and how you will use, display, share, or transfer that data and you will include your privacy policy URL in the Developer Application.

3. You will not use, display, share, or transfer a user’s data in a manner inconsistent with your privacy policy.

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4. You will delete all data you receive from us concerning a user if the user asks you to do so, and will provide a mechanism for users to make such a request.

5. You will not include data you receive from us concerning a user in any advertising creative.

6. You will not directly or indirectly transfer any data you receive from us to (or use such data in connection with) any ad network, ad exchange, data broker, or other advertising related toolset, even if a user consents to that transfer or use.

7. You will not sell user data. If you are acquired by or merge with a third party, you can continue to use user data within your application, but you cannot transfer user data outside of your application.

8. We can require you to delete user data if you use it in a way that we determine is inconsistent with users’ expectations.

9. We can limit your access to data.

10. You will comply with all other restrictions contained in our Facebook Platform Policies.

3. You will not give us information that you independently collect from a user or a user’s content without that user’s consent.

4. You will make it easy for users to remove or disconnect from your application.

5. You will make it easy for users to contact you. We can also share your email address with users and others claiming that you have infringed or otherwise violated their rights.

6. You will provide customer support for your application.

7. You will not show third party ads or web search boxes on www.facebook.com.

8. We give you all rights necessary to use the code, APIs, data, and tools you receive from us.

9. You will not sell, transfer, or sublicense our code, APIs, or tools to anyone.

10. You will not misrepresent your relationship with Facebook to others.

11. You may use the logos we make available to developers or issue a press release or other public statement so long as you follow our Facebook Platform Policies.

12. We can issue a press release describing our relationship with you.

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13. You will comply with all applicable laws. In particular you will (if applicable):

1. have a policy for removing infringing content and terminating repeat infringers that complies with the Digital Millennium Copyright Act.

2. comply with the Video Privacy Protection Act (VPPA), and obtain any opt-in consent necessary from users so that user data subject to the VPPA may be shared on Facebook. You represent that any disclosure to us will not be incidental to the ordinary course of your business.

14. We do not guarantee that Platform will always be free.

15. You give us all rights necessary to enable your application to work with Facebook, including the right to incorporate content and information you provide to us into streams, timelines, and user action stories.

16. You give us the right to link to or frame your application, and place content, including ads, around your application.

17. We can analyze your application, content, and data for any purpose, including commercial (such as for targeting the delivery of advertisements and indexing content for search).

18. To ensure your application is safe for users, we can audit it.

19. We can create applications that offer similar features and services to, or otherwise compete with, your application.

10. About Advertisements and Other Commercial Content Served or Enhanced by Facebook

Our goal is to deliver advertising and other commercial or sponsored content that is valuable to our users and advertisers. In order to help us do that, you agree to the following:

1. You give us permission to use your name, profile picture, content, and information in connection with commercial, sponsored, or related content (such as a brand you like) served or enhanced by us. This means, for example, that you permit a business or other entity to pay us to display your name and/or profile picture with your content or information, without any compensation to you. If you have selected a specific audience for your content or information, we will respect your choice when we use it.

2. We do not give your content or information to advertisers without your consent.

3. You understand that we may not always identify paid services and communications as such.

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11. Special Provisions Applicable to Advertisers

You can target your desired audience by buying ads on Facebook or our publisher network. The following additional terms apply to you if you place an order through our online advertising portal (Order):

1. When you place an Order, you will tell us the type of advertising you want to buy, the amount you want to spend, and your bid. If we accept your Order, we will deliver your ads as inventory becomes available. When serving your ad, we do our best to deliver the ads to the audience you specify, although we cannot guarantee in every instance that your ad will reach its intended target.

2. In instances where we believe doing so will enhance the effectiveness of your advertising campaign, we may broaden the targeting criteria you specify.

3. You will pay for your Orders in accordance with our Payments Terms. The amount you owe will be calculated based on our tracking mechanisms.

4. Your ads will comply with our Advertising Guidelines.

5. We will determine the size, placement, and positioning of your ads.

6. We do not guarantee the activity that your ads will receive, such as the number of clicks your ads will get.

7. We cannot control how clicks are generated on your ads. We have systems that attempt to detect and filter certain click activity, but we are not responsible for click fraud, technological issues, or other potentially invalid click activity that may affect the cost of running ads.

8. You can cancel your Order at any time through our online portal, but it may take up to 24 hours before the ad stops running. You are responsible for paying for all ads that run.

9. Our license to run your ad will end when we have completed your Order. You understand, however, that if users have interacted with your ad, your ad may remain until the users delete it.

10. We can use your ads and related content and information for marketing or promotional purposes.

11. You will not issue any press release or make public statements about your relationship with Facebook without our prior written permission.

12. We may reject or remove any ad for any reason.

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13. If you are placing ads on someone else’s behalf, you must have permission to place those ads, including the following:

1. You warrant that you have the legal authority to bind the advertiser to this Statement.

2. You agree that if the advertiser you represent violates this Statement, we may hold you responsible for that violation.

12. Special Provisions Applicable to Pages

If you create or administer a Page on Facebook, or run a promotion or an offer from your Page, you agree to our Pages Terms.

13. Special Provisions Applicable to Software

1. If you download or use our software, such as a stand-alone software product, an app, or a browser plugin, you agree that from time to time, the software may download and install upgrades, updates and additional features from us in order to improve, enhance, and further develop the software.

2. You will not modify, create derivative works of, decompile, or otherwise attempt to extract source code from us, unless you are expressly permitted to do so under an open source license, or we give you express written permission.

14. Amendments

1. Unless we make a change for legal or administrative reasons, or to correct an inaccurate statement, we will provide you with seven (7) days notice (for example, by posting the change on the Facebook Site Governance Page) and an opportunity to comment on changes to this Statement. You can also visit our Facebook Site Governance Page and “like” the Page to get updates about changes to this Statement.

2. If we make changes to policies referenced in or incorporated by this Statement, we may provide notice on the Site Governance Page.

3. Your continued use of Facebook following changes to our terms constitutes your acceptance of our amended terms.

15. Termination

If you violate the letter or spirit of this Statement, or otherwise create risk or possible legal exposure for us, we can stop providing all or part of Facebook to you. We will notify you by email or at the next time you attempt to access your account. You may also delete your account or disable your application at any time. In all such cases, this Statement shall terminate, but the following provisions will still apply: 2.2, 2.4, 3-5, 8.2, 9.1-9.3, 9.9, 9.10, 9.13, 9.15, 9.18, 10.3, 11.2, 11.5, 11.6, 11.9, 11.12, 11.13, and 15-19.

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16. Disputes

1. You will resolve any claim, cause of action or dispute (claim) you have with us arising out of or relating to this Statement or Facebook exclusively in the U.S. District Court for the Northern District of California or a state court located in San Mateo County, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims. The laws of the State of California will govern this Statement, as well as any claim that might arise between you and us, without regard to conflict of law provisions.

2. If anyone brings a claim against us related to your actions, content or information on Facebook, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim. Although we provide rules for user conduct, we do not control or direct users’ actions on Facebook and are not responsible for the content or information users transmit or share on Facebook. We are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content or information you may encounter on Facebook. We are not responsible for the conduct, whether online or offline, or any user of Facebook.

3. WE TRY TO KEEP FACEBOOK UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. WE ARE PROVIDING FACEBOOK AS IS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT FACEBOOK WILL ALWAYS BE SAFE, SECURE OR ERROR-FREE OR THAT FACEBOOK WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS. FACEBOOK IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS STATEMENT OR FACEBOOK, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THIS STATEMENT OR FACEBOOK WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS.

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APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, FACEBOOK’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

17. Special Provisions Applicable to Users Outside the United States

We strive to create a global community with consistent standards for everyone, but we also strive to respect local laws. The following provisions apply to users and non-users who interact with Facebook outside the United States:

1. You consent to having your personal data transferred to and processed in the United States.

2. If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of Specially Designated Nationals you will not engage in commercial activities on Facebook (such as advertising or payments) or operate a Platform application or website. You will not use Facebook if you are prohibited from receiving products, services, or software originating from the United States.

3. Certain specific terms that apply only for German users are available here.

18. Definitions

1. By “Facebook” we mean the features and services we make available, including through (a) our website at www.facebook.com and any other Facebook branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions); (b) our Platform; (c) social plugins such as the Like button, the Share button and other similar offerings and (d) other media, software (such as a toolbar), devices, or networks now existing or later developed.

2. By “Platform” we mean a set of APIs and services (such as content) that enable others, including application developers and website operators, to retrieve data from Facebook or provide data to us.

3. By “information” we mean facts and other information about you, including actions taken by users and non-users who interact with Facebook.

4. By “content” we mean anything you or other users post on Facebook that would not be included in the definition of information.

5. By “data” or “user data” or “user’s data” we mean any data, including a user’s content or information that you or third parties can retrieve from Facebook or provide to Facebook through Platform.

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6. By “post” we mean post on Facebook or otherwise make available by using Facebook.

7. By “use” we mean use, run, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.

8. By “active registered user” we mean a user who has logged into Facebook at least once in the previous 30 days.

9. By “application” we mean any application or website that uses or accesses Platform, as well as anything else that receives or has received data from us. If you no longer access Platform but have not deleted all data from us, the term application will apply until you delete the data.

19. Other

1. If you are a resident of or have your principal place of business in the US or Canada, this Statement is an agreement between you and Facebook, Inc. Otherwise, this Statement is an agreement between you and Facebook Ireland Limited. References to “us,” “we,” and “our” mean either Facebook, Inc. or Facebook Ireland Limited, as appropriate.

2. This Statement makes up the entire agreement between the parties regarding Facebook, and supersedes any prior agreements.

3. If any portion of this Statement is found to be unenforceable, the remaining portion will remain in full force and effect.

4. If we fail to enforce any of this Statement, it will not be considered a waiver.

5. Any amendment to or waiver of this Statement must be made in writing and signed by us.

6. You will not transfer any of your rights or obligations under this Statement to anyone else without our consent.

7. All of our rights and obligations under this Statement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

8. Nothing in this Statement shall prevent us from complying with the law.

9. This Statement does not confer any third party beneficiary rights.

10. We reserve all rights not expressly granted to you.

11. You will comply with all applicable laws when using or accessing Facebook.

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You may also want to review the following documents, which provide additional information about your use of Facebook:

• Data Use Policy: The Data Use Policy contains information to help you understand how we collect and use information.

• Payment Terms: These additional terms apply to all payments made on or through Facebook.

• Platform Page: This page helps you better understand what happens when you add a third-party application or use Facebook Connect, including how they may access and use your data.

• Facebook Platform Policies: These guidelines outline the policies that apply to applications, including Connect sites.

• Advertising Guidelines: These guidelines outline the policies that apply to advertisements placed on Facebook.

• Promotions Guidelines: These guidelines outline the policies that apply if you offer contests, sweepstakes, and other types of promotions on Facebook.

• Facebook Brand Resources: These guidelines outline the policies that apply to use of Facebook trademarks, logos and screenshots.

• How to Report Claims of Intellectual Property Infringement

• Pages Terms: These guidelines apply to your use of Facebook Pages.

• Community Standards: These guidelines outline our expectations regarding the content you post to Facebook and your activity on Facebook.

To access the Statement of Rights and Responsibilities in several different languages, change the language setting for your Facebook session by clicking on the language link in the left corner of most pages. If the Statement is not available in the language you select, we will default to the English version.

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Facebook Developer Payments Terms

The Facebook Payments service (“Facebook Payments”) helps developers who wish to offer premium in-game content generate revenue, so they can focus on creating apps, games, and features (generically, “apps”) rather than on building payment systems.

Date of Last Revision: September 6, 2012

To enhance the quality, convenience, and security of the user experience on Facebook, these Facebook Developer Payments Terms (the “Terms”) apply to all developers of apps using Facebook Payments. We have provided section headers for your convenience, but you should carefully read though these Terms in order to understand your rights and responsibilities, as well as ours.

This agreement was written in English (US). To the extent any translated version of this agreement conflicts with the English version, the English version controls.

Additional Languages (https://developers.facebook.com/policy/payments_terms#otherlanguages)

1. Transactions

1. Eligibility. We may approve or deny your request to integrate Facebook Payments at our sole discretion. You must be eighteen (18) years of age or older to integrate Facebook Payments in your app; in addition, you may not be listed as an administrator for a Payments-enabled app if you are under the age of sixteen (16). We may also revoke your eligibility to continue utilizing Facebook Payments at any time at our sole discretion.

2. Roles of parties. You accept responsibility for fulfilling each transaction pursuant to the terms you offer. Facebook is not involved in any underlying transaction between or among developers and users.

3. Pricing. Price-setting in apps is governed by the following rules:

1. You may price items for sale in your own local currency where such pricing is supported. However, if you are pricing in the Facebook Credits virtual currency (“Credits”) you may not price items for sale in fractions of Credits.

2. You may not price an item differently based on a user’s electronic value Balance.

3. You may allow users to import your in-game virtual currency or items from your website or other platform that the user is connected to, but you must adhere to the following:

1. You must offer the same price on Facebook that you offer to logged-in Facebook users on your own website or other platform app; and

2. You may not incentivize logged-in Facebook users to make a purchase on your website or in an app on another platform by, for example, providing free or discounted goods or services that are not available to purchasers on Facebook.

4. Prohibitions. Facebook Payments does not allow the following types of transactions:

1. You may not conduct a transaction for which the promotion or execution is prohibited on Facebook.

2. You may not utilize Facebook Payments to sell virtual currency or other stored-value items that can be used outside of the app where the transaction was completed, and must not allow users to cash out, redeem, or otherwise receive anything of value in exchange for anything purchased using Facebook Payments. In addition, you may not accept electronic value from a user in one app and then deliver or transfer the purchased item to the user in another app without our prior authorization. For example, an app solely designed to facilitate transactions is not permitted.

3. Except as a method of purchasing within your app in accordance with these Terms or with our prior written authorization, you may not sell, trade, or exchange electronic value, including without limitation Credits or Gift Card balances, with any third party, nor may you enable or allow others to do so.

4. You may not accept Credits as payment for tangible goods, including as payment for anything that may subsequently be used to acquire tangible goods, defined as any good that is physically delivered to a user.

5. Except with our prior authorization, you may not use Facebook Payments to solicit, collect, or transfer funds for charitable causes.

6. Any items, virtual currency, or services you offer on or through Facebook are considered to be content or apps posted by you to Facebook under the Statement of Rights and Responsibilities. You may not offer any items, virtual currency, or services on or through Facebook that require consent or other rights from any third party unless you have obtained all such rights. You may not offer any item, virtual currency, or service that would require us to pay any fee or royalty to any third party. You agree to indemnify and hold us harmless from and against any claim arising out of or related to your failure to comply with this paragraph.

7. Except with our prior authorization, you may not administer a promotion on Facebook in which a user’s purchase of in-game items or virtual currency contributes to or results in eligibility to win any prize of value. To request permission, please contact us and include an opinion letter from your legal counsel that explains why your game does not constitute gambling and instead is a lawful activity in all jurisdictions where the promotion is available to users.

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5. Non-disclosure. You will not use or disclose any user’s payment information obtained from us for any purpose other than to complete the transaction for which the information was obtained.

6. Other terms apply. You may offer supplemental terms and conditions in conjunction with your sales; however they may not conflict with Facebook terms or policies. You must comply with Facebook’s Brand Asset Guidelines.

2. Balance Tracking

1. Developer Balance. Developers using Facebook Payments will have a Developer Balance with Facebook. Whenever you complete a sale on our platform, Facebook will credit the proceeds from that sale, less our service fee, to your Developer Balance. Facebook will earn a 30% service fee, plus any applicable sales tax or VAT, in connection with each Facebook Payments transaction on our platform.

2. Nature of Service. Facebook is not a bank and does not offer banking services. You will not earn interest on your Developer Balance. Developer Balances are not deposit obligations and are not insured by the Federal Deposit Insurance Corporation, the Financial Services Compensation Scheme, or any other entity or insurance scheme, whether governmental or private. All Developer Balances are held and expressed in United States Dollars; if your transaction was in a different currency, proceeds from the sale will be converted at the time of the transaction according to the day’s published exchange rate before being credited to your Developer Balance.

3. Payout. We will redeem your Developer Balance according to the following rules:

1. We can redeem your Developer Balance only if we have your current banking information and any other information we need to make the payment on record, including, if required, identification and tax and business formation documentation. A list of our current payout methods is posted on our site.

2. We will make Developer Balance redemption payments only to the account entered by the developer in the Payout Information field of the Developer’s [Company Settings](/settings?tab=payments)

3. Facebook will redeem your Developer Balance approximately 21 days following the end of the bimonthly period (either the 1st through 15th of the month or the 16th through the end of the month) in which the transaction occurred, except as otherwise set forth herein.

4. Developer Balances will be redeemed only in United States Dollars.

5. If a Developer Balance redemption payment for any given pay period would be less than One Hundred United States Dollars ($100.00), we will roll payment over to the next month, unless your account is being deactivated or deleted, or if it has been one year since either your last redemption payment or your first use of Facebook Payments or Credits.

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6. Facebook has in the past issued a small amount of Credits at no cost to certain users (for example, a new user of Credits, or someone whose usage has lapsed). If you receive those Credits in transactions, we will not redeem them.

7. We may delay payout related to any investigation we are conducting, but in no case longer than 180 days after the transaction.

8. We may withhold from redemption any Developer Balance or portion thereof that was earned due to any breach of any Facebook terms or policies by you, or that was transferred based on fraudulent or illegal transactions, or that was alleged by a user to have been transferred without his or her consent, or that resulted in returned, undelivered, rejected, or defective goods or services or transactions.

9. We may deduct from payout any amounts for which you are past due to Facebook on any payment in connection with any Facebook program.

10. If you owe Facebook an amount exceeding your Developer Balance, we may charge or debit a payment instrument registered with your account to cover the amount owed. Your failure to pay fully any amounts owed to Facebook on demand will be a violation of these Terms, and you will be liable not only for the amount collected but also for Facebook’s costs associated with collection, including without limitation attorney fees, court costs, collection agency fees, and any applicable interest.

4. Discrepancies. If Facebook makes a redemption payment to you in error, you are liable for the full amount of that payout. You agree to reverse the payment associated with that redemption or to permit Facebook to reverse the payment. You must provide written notification of any disputed payout within 30 days of receipt of the associated payment. Failure to do so constitutes a waiver by you of any claim relating to the payout.

5. Taxes. It is your responsibility to remit all duties, taxes (including without limitation sales tax and VAT) and other fees that apply to your transactions, including the redemption of any Developer Balance. Facebook complies with tax and legal informational reporting requirements in various jurisdictions. If you are a U.S.-based developer, you acknowledge that Facebook in tax year 2011 began reporting to the Internal Revenue Service on IRS Form 1099K the gross amount of the payments you receive each calendar year if, in that calendar year, you (i) receive more than $20,000 and (ii) receive more than 200 payments. If duties, taxes, or fees apply to the redemption of a Developer Balance, we may adjust the service fee so that the net amount we receive remains at 30%. You agree to indemnify and hold us harmless from and against any claim arising out of or related to your failure to comply with this paragraph.

6. Abandoned Property. If we are unable to pay you because you have not provided valid payment information or, where required, valid identification information, we may terminate your ability to maintain your Developer Balance to the extent permissible by law, and process any remaining Developer Balance in accordance with applicable law.

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3. Your Responsibilities and Risks

1. Voidability. You acknowledge that transactions with minors may be voidable by law and agree that you may be required to refund amounts paid.

2. Dispute resolution. You are solely responsible for the resolution of disputes between yourself and users, including without limitation disputes that we refer to you or notify you of via tools or systems we may provide. We have the right, but not the obligation, to assist in the resolution of such disputes.

3. Cooperation. You agree to provide us with any records that we request related to a dispute between you and a user. You agree to notify us in a timely manner if you receive an inquiry from any government agency about Facebook Payments.

4. Fraud. You agree to cooperate with us to prevent fraudulent or illegal transactions. As part of our efforts to deter fraud and suspicious transactions, we may limit the number of transactions or volume of payments you are able to accept during a given period of time. We may also may suspend, remove, or disable access to any product or service you offer at any time without notice, and we will have no liability for removing or disabling access to any such product or service.

5. No Liability. We will not be liable to you for compensation, reimbursement, or damages on account of the loss of prospective profits, anticipated sales, or goodwill, or on account of expenditures, investments, or commitments in connection with your use of Facebook Payments, or for any termination or suspension of Facebook Payments services.

6. Subscriptions. If you offer subscriptions to your app or to a feature within your app, you must continue to make the app or feature available to subscribed users through the end of any active subscription period, or refund any remaining subscriptions on a pro-rated basis.

7. Chargebacks. You will be liable for all Chargebacks relating to transactions discovered within 90 days of the transaction. By “Chargebacks” we mean any reversals of payment initiated by a third-party payment provider. We will assume responsibility for Chargebacks discovered after the 90th day unless: (a) we determine you conducted the transaction in connection with a breach of Facebook rules or policies, or (b) your Chargeback rate for any one of the prior three months exceeds five percent of your total transaction volume for that month.

8. Offset. If we provide refunds or other compensation to a user as a result of either the user’s transaction with you using Facebook Payments or any claims made by third parties arising from your products or services, then you agree that we may recover from you any monetary loss related to such provision.

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4. Additional Terms

1. Conflict of terms. In the event of any conflict between the Statement of Rights and Responsibilities and these Terms, these Terms control.

2. Conflict of laws. Some countries may restrict or prohibit your ability to make payments through Facebook. Nothing in these Terms should be read to override or circumvent any such foreign laws.

3. Courtesy translations. These Terms were written in English (US). To the extent any translated version of these terms conflicts with the English version, the English version controls.

4. Assignment. Facebook may assign or delegate any of its obligations and/or rights arising under these Terms without restriction.

5. Amendments. We may revise these Terms at any time without prior notice as we deem necessary to the full extent permitted by law. The Terms in place at the time you confirm a transaction will govern that transaction.

6. Notice to you. We may provide notices to you by posting them on the Facebook Developer Blog, or by sending them to an email address or street address that you previously provided to us. Website and email notices will be considered received by you within 24 hours of the time posted or sent; notices by postal mail will be considered received within three business days of the time sent. We will give you 30 days’ notice of changes to our service fee.

7. Notice to us. Except as otherwise stated, you must send notices to us relating to Facebook Payments and these Terms by postal mail to: Facebook, Attn: Legal Department, 1601 Willow Avenue, Menlo Park, California, 94025.

8. “Us”. The following are the entities to which “us,” “we,” “our,” or “Facebook” refer:

1. If you are a resident of or have your principal place of business in the U.S. or Canada, these Terms are between you and Facebook Payments Inc., a Florida corporation.

2. If you are a resident of or have your principal place of business in a country other than the U.S. or Canada, these Terms are between you and Facebook Payments International Ltd., a private limited company in the Republic of Ireland. However, all transactions funded with a user’s electronic value Balance are processed by Facebook Payments Inc., a Florida corporation.

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Facebook Advertising Guidelines

Date of last revision: December 19, 2013

Advertising Philosophy

At Facebook, we believe that ads should contribute to and be consistent with the overall user experience. The best ads are those that are tailored to individuals based on how they and their friends interact and affiliate with the brands, artists, and businesses they care about. These guidelines are not intended to serve as legal advice and adherence to these guidelines does not necessarily constitute legal compliance. Advertisers are responsible for ensuring that their ads comply with all applicable laws, statutes, and regulations.

Additional examples and explanations to our policies can be found in the Help Center (http://www.facebook.com/help/adpolicy).

I. General

A. Our Advertising Guidelines consist of advertising content criteria, community standards, and other applicable requirements.

B. The Ad Guidelines, as well as our Data Use Policy and Statement of Rights and Responsibilities, apply to all ads and commercial content (“ads”) served by or appearing on Facebook (including ads purchased under AAAA/IAB Standard Terms and Conditions).

C. Advertising appearing within applications on Facebook Platform must comply with all additional Facebook Platform Policies.

D. Ads that are generated through Page posts, and ads that promote a sweepstakes, contest, competition or offer must also comply with the Pages Terms.

E. Ads must not contain false, misleading, fraudulent, or deceptive claims or content.

F. You may not manage more than one advertiser or client through a single ad account, and may not change the advertiser or client associated with an established ad account.

G. If you use custom audiences you must comply with the Custom Audience Terms.

II. Data and Privacy

A. No data collected, derived or obtained from or in connection with a Facebook ad, including Facebook’s delivery of an ad, and Facebook users’ interaction with a Facebook-served ad (such as information derived from targeting criteria) (“Facebook advertising data”) may be received or used by an entity not acting on behalf of a Facebook advertiser.

B. You may not use Facebook advertising data for any purpose (including retargeting, commingling data across multiple advertisers’ campaigns, or allowing piggybacking or redirecting with tags), except on an aggregate and anonymous basis to assess the performance and effectiveness of your Facebook advertising campaigns. In no event may you use Facebook advertising data, including the targeting criteria for a Facebook ad, to build or augment user profiles, including profiles associated with any mobile device identifier or other unique identifier that identifies any particular user, browser, computer or device.

C. You may use information provided directly to you from users if you provide clear notice to and obtain consent from those users and comply with all applicable laws and industry guidelines.

D. You may not directly or indirectly transfer or sell any data to, or use such data in connection with any ad network, ad exchange, data broker, or other party not acting on behalf of an advertiser and the advertiser’s Facebook advertising campaigns. By indirectly we mean you cannot, for example, transfer data to a third party who then transfers the data to an ad network.

III. Ad Creative and Positioning

All components of an ad, including any text, images, or other media, must be relevant and appropriate to the product or service being offered and the audience viewing the ad. Ads may not contain audio or flash animation that plays automatically without a user’s interaction or expands within Facebook after a user clicks on the ad. Ads may not position products or services in a sexually suggestive manner. Ads may not contain content that exploits political agendas or “hot button” issues for commercial use. Additionally, ad text must include proper grammar and the use of all symbols, numbers, or letters must adhere to the true meaning of the symbol.

A. Accuracy

Ads must clearly represent the company, product, service, or brand that is being advertised. Products and services promoted in the ad copy must be clearly represented on the landing page, and the destination site may not offer or link to any prohibited product or service. Additionally, ads may not suggest false relevancy to generic offers.

B. Attribution

Ad text may not assert or imply, directly or indirectly, within the ad content or by targeting, a user’s personal characteristics within the following categories:

i. race or ethnic origin;

ii. religion or philosophical belief;

iii. age;

iv. sexual orientation or sexual life;

v. gender identity;

vi. disability or medical condition (including physical or mental health);

vii. financial status or information;

viii. membership in a trade union; and

ix. criminal record.

C. Destination Sites

Ads must lead to a functioning landing page that does not interfere with a user’s ability to navigate away from the page.

D. Images

Ads and sponsored stories in News Feed may not include images comprised of more than 20% text.

E. Targeting

Ads must always apply appropriate targeting and never use targeting criteria to provoke users. Ads for regulated goods and services (e.g. alcohol and gambling), must abide by all applicable laws, regulations, and industry codes. Specific requirements for dating services, alcohol, gambling, contraceptives and subscription services must adhere to the requirements listed in the Help Center under the applicable content sections.

IV. Ad Content

Advertisers must ensure that their ads comply with all applicable laws, regulations and guidelines. All claims in ads must be adequately substantiated. Ads must not offend users. Ads and any offers promoted within ads must not be false, deceptive or misleading or contain spam. Ads must not contain or promote illegal products or services. Ads must not violate the rights of any third parties. The following specific content guidelines apply:

A. Adult Products

Ads may not promote the sale or use of adult products or services, including but not limited to toys, videos, publications, live shows, or sexual enhancement products. Ads for family planning and contraception are allowed provided they follow the appropriate targeting requirements.

B. Alcohol

i. Ads that promote or reference alcohol are prohibited in the following countries: Afghanistan, Brunei, Bangladesh, Egypt, Gambia, Kuwait, Libya, Norway, Pakistan, Russia, Saudi Arabia, United Arab Emirates, Yemen and any other jurisdiction where such ads are prohibited by law.

ii. Where permissible, ads that promote or reference alcohol must: (i) Comply with all applicable local laws, required or recommended industry codes, guidelines, licenses and approvals and (ii) apply age and country targeting criteria consistent with Facebook’s targeting guidelines and applicable local laws. Where a user’s age or country cannot be determined, the ad must not be displayed to the user.

iii. Please refer to the Help Center for additional alcohol-specific guidance.

C. Dating

Ads for adult friend finders or dating sites with a sexual emphasis are not permitted. Ads for other online dating services are only allowed with prior authorization from Facebook. These must adhere to the dating targeting requirements and the name of the product or service must be included in the ad text or image.

D. Drugs and Tobacco

Ads may not promote or facilitate the sale or consumption of illegal or recreational drugs, tobacco products, or drug or tobacco paraphernalia.

E. Gambling and Lotteries

i. Ads that promote or facilitate online gambling, games of skill or lotteries, including online casino, sports books, bingo, or poker, are only allowed in specific countries with prior authorization from Facebook.

ii. Lotteries run by government entities may advertise on Facebook, provided that ads must be targeted in accordance with applicable law in the jurisdiction in which the ads will be served and may only target users in the jurisdiction in which the lottery is available.

iii. Ads that promote offline gambling establishments, such as offline casinos, in accordance with applicable laws and regulations, are generally permitted, provided that ads must be appropriately targeted.

iv. Please refer to the Help Center for additional gambling-specific guidance.

F. Pharmaceuticals and Supplements

i. Ads must not promote the sale of prescription pharmaceuticals. Ads for online pharmacies are prohibited except that ads for certified pharmacies may be permitted with prior approval from Facebook.

ii. Ads that promote dietary and herbal supplements are generally permitted, provided they do not promote products containing anabolic steroids, chitosan, comfrey, dehydroepiandrosterne, ephedra, human growth hormones, melatonin, and any additional products deemed unsafe or questionable by Facebook in its sole discretion.

G. Software

Ads may not contain or link directly or indirectly to a site that contains spyware/malware downloads or any software that results in an unexpected, deceptive or unfair user experience, including but not limited to software which:

i. “sneaks” onto a user’s system;

ii. performs activities hidden to the user;

iii. may alter, harm, disable or replace any hardware or software installed on a user’s computer without express permission from the user;

iv. is bundled as a hidden component of other software whether free or for an additional fee;

v. automatically downloads without Facebook’s express prior approval;

vi. presents download dialog boxes without a user’s action; or

vii. may violate or infringe upon the intellectual property rights of any third party, including copyright, trademark, patent or any other proprietary right.

H. Subscription Services

Ads for subscription services, or that promote products or services that include negative options, automatic renewal, free-to-pay conversion billing products, or mobile marketing are subject to the following requirements:

i. Ad text must clearly and conspicuously disclose the recurring billing component (e.g. “subscription required”).

ii. The landing page must:

a. display the price and billing interval wherever the user is prompted to enter personally identifiable information;

b. include an unchecked opt-in checkbox; and

c. include language informing users how to cancel their subscription or membership.

iii. Each of the foregoing must be located in a prominent place on your landing page, as determined by Facebook in its sole discretion, and should be easy to find, read, and understand.

I. Unacceptable Business Model

Ads may not promote a business model or practice that is deemed by Facebook in its sole discretion to be unacceptable or contrary to Facebook’s overall advertising philosophy or to any applicable law, including but not limited to multi-level marketing schemes, or advertisements for scams.

J. Weapons and Explosives

Ads may not promote the sale or use of weapons, ammunition, or explosives.

V. Ad Community Standards

Ads, or categories of ads, that receive a significant amount of negative user feedback, or are otherwise deemed to violate our community standards, are prohibited and may be removed. In all cases, Facebook reserves the right in its sole discretion to determine whether particular content is in violation of our community standards.

A. Illegal Activity

Ads may not constitute, facilitate or promote illegal activity.

B. Harassment

Ads may not insult, attack, harass, bully, threaten, demean or impersonate others.

C. Hate Speech

Ads may not contain “hate speech,” whether directed at an individual or a group, based on membership within certain categories. These categories include, but are not limited to, race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language.

D. Minors

Ads that are targeted to minors may not promote products or services that are illegal for use by minors in their jurisdiction, or that are deemed to be unsafe or inappropriate.

E. Sex/Nudity

Ads may not contain adult content, including nudity, depictions of people in explicit or suggestive positions, or activities that are overly suggestive or sexually provocative.

F. Shock Value

Ads may not be shocking, sensational or disrespectful, or portray excessive violence.

VI. Facebook References

Ads may not imply a Facebook endorsement or partnership of any kind. Ads linking to Facebook branded content (including Pages, groups, events, or Connect sites) may make limited reference to “Facebook” in ad text for the purpose of clarifying the destination of the ad. All other ads and landing pages may not use our copyrights or trademarks (including Facebook, the Facebook and F Logos, FB, Face, Poke, Book, and Wall) or any confusingly similar marks, except as expressly permitted by our Brand Usage Guidelines or with our prior written permission.

VII. Rights of Others

Ads may not include content that infringes upon or violates the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights.

We reserve the right to reject, approve or remove any ad for any reason, in our sole discretion, including ads that negatively affect our relationship with our users or that promote content, services, or activities, contrary to our competitive position, interests, or advertising philosophy. These guidelines are subject to change at any time.

Facebook Brand Resources

Do’s and Don’ts

The Facebook brand includes the words, phrases, symbols and designs that are associated with Facebook and the services Facebook provides.

Do

• Keep enough space around Facebook brand assets so they appear clean and uncluttered

• Follow other Facebook terms and policies

Don’t

• Use the Facebook brand in a way that implies partnership, sponsorship or endorsement

• Combine any part of the Facebook brand with your name, marks or generic terms

• Use trademarks, names, domain names, logos or other content that imitates or could be confused with Facebook

• Present Facebook in a way that makes it the most distinctive or prominent feature of what you’re creating

• Use any icons, images or trademarks to represent Facebook other than what is found on this resource center

• Assert rights over the Facebook brand whether by trademark registration, domain name registration or anything else

• Feature Facebook on materials associated with pornography, illegal activities, or other materials that violate the Facebook Terms

• Modify Facebook brand assets in any way, such as by changing the design or color

Merchandizing

Facebook doesn’t permit or license its trademarks, logos or other intellectual property for use on merchandise or other products such as clothing, hats or mugs. In certain circumstances you can use the “f” logo on product packaging, but you need to follow the guidelines of use.

EX-10.13

Exhibit 10.13

MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED

2012 SHARE INCENTIVE PLAN

(for United States Service Providers)

1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

1.1 Establishment. The Midasplayer International Holding Company Limited 2012 Share Incentive Plan (the “Plan”) is hereby established effective as of 03 April, 2012, the date of its approval by the Shareholders (the “Effective Date”).

1.2 Purpose. The purpose of the Plan is to advance the interests of the Group and its Shareholders by providing an incentive to attract, retain and reward persons performing services in the United States of America for the Group and by motivating such persons to contribute to the growth and profitability of the Group.

1.3 Term of Plan. The Plan shall continue in effect until its termination by the Board; provided, however, that all Awards shall be granted, if at all, within ten (10) years from the earlier the Effective Date.

2. DEFINITIONS AND CONSTRUCTION.

2.1 Definitions. Capitalized terms used herein shall have the meanings assigned to such terms by the Articles, unless otherwise defined herein or as follows:

(a) “Articles” mean the Articles of Association of the Company.

(b) “Award” means an Option, Share Subscription Right or Share Bonus granted under the Plan.

(c) “Award Agreement” means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant.

(d) “Board” means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan, “Board” also means such Committee(s).

(e) “Cause” means, unless such term or an equivalent term is otherwise defined by the applicable Award Agreement or other written agreement between a Participant and a Group Member applicable to an Award, any of the following: (i) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Group Member documents or records; (ii) the Participant’s material failure to abide by a Group Member’s code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or

corporate opportunity of a Group Member (including, without limitation, the Participant’s improper use or disclosure of a Group Member’s confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on a Group Member’s reputation or business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned duties after written notice from a Group Member of, and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by the Participant of any employment or service agreement between the Participant and a Group Member, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with a Group Member.

(f) “Code” means the United States Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder.

(g) “Committee” means the compensation committee or other committee or subcommittee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law.

(h) “Company” means Midasplayer International Holding Company Limited, company number C40465, whose registered office is at 125/14, The Strand, Gzira, GZR 1027 Malta, or any successor thereto.

(i) “Consultant” means a person performing services in the United States who is engaged to provide consulting or advisory services (other than as an Employee or a Director) to a Group Member, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on either the exemption from registration provided by Rule 701 under the Securities Act or, if the Company is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration Statement under the Securities Act.

(j) “Director” means a resident of the United States who is a member of the Board.

(k) “Disability” means the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant’s position with the Group because of the sickness or injury of the Participant.

(l) “Employee” means any person performing services in the United States who is treated as an employee (including an Officer or a Director who is also treated as an employee) in the records of a Group Member and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided,

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however, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the terms of the Plan as of the time of the Company’s determination of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination as to such individual’s status as an Employee.

(m) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

(n) “Exit Event” means and Exit Event as defined by the Articles.

(o) “Fair Market Value” means, as of any date, the value of a Share or other property as determined by the Board, in its discretion, subject to the following:

(i) If, on such date, the Shares are listed or quoted on a national or regional securities exchange or quotation system, the Fair Market Value of a Share shall be the closing price of a Share as quoted on the national or regional securities exchange or quotation system constituting the primary market for the Shares, as reported by such source as the Company deems reliable. If the relevant date does not fall on a day on which the Shares have traded on such securities exchange or quotation system, the date on which the Fair Market Value shall be established shall be the last day on which the Shares were so traded or quoted prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its discretion.

(ii) If, on such date, the Shares are not listed or quoted on a national or regional securities exchange or quotation system, the Fair Market Value of a Share shall be as determined by the Board in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and in a manner consistent with the requirements of Section 409A of the Code.

(p) “Group” means the Company and its subsidiaries (as defined by section 2 of the Companies Act of 1995, Cap 386 of the laws of Malta, as amended from time to time).

(q) “Group Member” means an entity which is a member of the Group.

(r) “Incentive Stock Option” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.

(s) “Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Award Agreement) or which does not qualify as an incentive stock option within the meaning of Section 422(b) of the Code.

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(t) “Officer” means any person designated by the Board as an officer of the Company.

(u) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.

(v) “Participant” means any eligible person who has been granted one or more Awards.

(w) “Securities Act” means the United States Securities Act of 1933, as amended.

(x) “Service” means a Participant’s employment or service with the Group, whether as an Employee, a Director or a Consultant. Unless otherwise provided by the Board, a Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders such Service or a change in the Group Member for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed to have been interrupted or terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. However, unless otherwise provided by the Board, if any such leave taken by a Participant exceeds ninety (90) days, then on the ninety-first (91st) day following the commencement of such leave the Participant’s Service shall be deemed to have terminated, unless the Participant’s right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, an unpaid leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement. A Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the business entity for which the Participant performs Service ceasing to be a Group Member. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of and reason for such termination.

(y) “Share” means an ordinary share of any class or series in the share capital of the Company, as adjusted from time to time in accordance with Section 4.3.

(z) “Share Award” means an Award of a Share Bonus or a Share Purchase Right.

(aa) “Share Bonus” means Shares granted to a Participant pursuant to Section 7.

(bb) “Shareholders” mean the holders of the issued and outstanding share capital of the Company.

(cc) “Share Subscription Right” means a right to subscribe for the purchase of Shares granted to a Participant pursuant to Section 7.

(dd) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

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(ee) “Ten Percent Shareholder” means a person who, at the time an Award is granted to such person, owns Shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of any Group Member within the meaning of Section 422(b)(6) of the Code.

(ff) “Trading Compliance Policy” means the written policy of the Company pertaining to the purchase, sale, transfer or other disposition of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic information regarding the Company or its securities.

(gg) “Vesting Conditions” mean those conditions established in accordance with the Plan prior to the satisfaction of which Shares subject to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s monetary purchase price, if any, for such Shares upon the Participant’s termination of Service.

2.2 Construction. The Company intends that securities issued pursuant to the Plan be exempt from requirements of registration and qualification of such securities pursuant the exemptions afforded by Rule 701 promulgated under the Securities Act and Section 25102(o) of the of the California Corporations Code or any other applicable exemptions, and the Plan shall be so construed. Further, the Company intends that Awards granted pursuant to the Plan be exempt from or comply with Section 409A of the Code (including any amendments or replacements of such section), and the Plan shall be so construed. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

3. ADMINISTRATION.

3.1 Administration by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan, of any Award Agreement or of any other form of agreement or other document employed by the Company in the administration of the Plan or of any Award shall be determined by the Board, and such determinations shall be final, binding and conclusive upon all persons having an interest in the Plan or such Award, unless fraudulent or made in had faith. Any and all actions, decisions and determinations taken or made by the Board in the exercise of its discretion pursuant to the Plan or Award Agreement or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest therein. All expenses incurred in connection with the administration of the Plan shall be paid by the Company.

3.2 Authority of Officers. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election that is the responsibility of or that is allocated to the Company herein, provided the Officer has actual authority with respect to such matter, right, obligation, determination or election.

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3.3 Powers of the Board. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Board shall have the full and final power and authority, in its discretion:

(a) to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of Shares to be subject to each Award;

(b) to determine the type of Award granted and the class or series of Shares subject to the Award;

(c) to determine the Fair Market Value of Shares or other property;

(d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any Shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of Shares pursuant to any Award, (ii) the method of payment for Shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with any Award, including by the withholding or delivery of Shares, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any Shares acquired pursuant thereto, (v) the time of expiration of any Award, (vi) the effect of any Participant’s termination of Service on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to any Award or Shares acquired pursuant thereto not inconsistent with the terms of the Plan;

(e) to approve one or more forms of Award Agreement;

(f) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any Shares acquired pursuant thereto;

(g) to reprice or otherwise adjust the exercise price of any Option, or to grant in substitution for any Option a new Award covering the same or different number of Shares;

(h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any Shares acquired pursuant thereto, including with respect to the period following a Participant’s termination of Service;

(i) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan; and

(j) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Board may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law.

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3.4 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or as officers or employees of the Group, to the extent permitted by the Articles and applicable law, members of the Board and any officers or employees of the Group to whom authority to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

4. SHARES SUBJECT TO PLAN.

4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Sections 4.2 and 4.3, the maximum aggregate number of Shares that may be issued under the Plan shall be 14,900,182 (Fourteen million, nine hundred thousand, one hundred and eighty two) and shall consist of authorized but unissued or reacquired Shares or any combination thereof. Notwithstanding the foregoing, at any such time as the offer and sale of securities pursuant to the Plan is subject to compliance with Section 260.140.45 of Title 10 of the California Code of Regulations (“Section 260.140.45”), the total number of Shares issuable upon the exercise of all outstanding Awards (together with options outstanding under any other share option plan of the Company) and the total number of Shares provided for under any share bonus or similar plan of the Company shall not exceed thirty percent (30%) (or such other higher percentage limitation as may be approved by the Shareholders of the Company pursuant to Section 260.140.45) of the then outstanding Shares of the Company as calculated in accordance with the conditions and exclusions of Section 260.140.45.

4.2 Share Counting. If an outstanding Award for any reason expires or is terminated or canceled without having been exercised or settled in full, or if Shares are acquired pursuant to an Award subject to forfeiture or repurchase and are forfeited or repurchased by the Company for an amount not greater than the Participant’s exercise or purchase price, the Shares allocable to the terminated portion of such Award or such forfeited or repurchased Shares shall again be available for issuance under the Plan. Shares shall not be deemed to have been issued pursuant to the Plan (a) with respect to any portion of an Award that is settled in cash or (b) to the extent such Shares are withheld or reacquired by the Company in satisfaction of tax withholding obligations pursuant to Section 10.2. If the exercise price of an Option is paid by tender to the Company, or attestation to the ownership, of Shares owned by the Participant, or by means of a Net Exercise, the number of Shares available for issuance under the Plan shall be reduced by the net number of Shares issued upon the exercise of the Option.

4.3 Adjustments for Changes in Capital Structure. Subject to any required action by the Shareholders of the Company and the requirements of Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Shares effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization,

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reincorporation, recapitalization, reclassification, share dividend, share split, reverse share split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the Shareholders in a form other than Shares (excepting regular, periodic cash dividends) that has a material effect on the Fair Market Value of Shares, appropriate and proportionate adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, in the ISO Share Limit set forth in Section 5.3(a), and in the exercise or purchase price per Share under any outstanding Awards in order to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the Shares which are of the same class as the Shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become shares of another corporation (the “New Shares”), the Board may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and the exercise or purchase price per share shall be rounded up to the nearest whole cent. In no event may the exercise or purchase price, if any, under any Award be decreased to an amount less than the par value, if any, of the shares subject to the Award. Such adjustments shall be determined by the Board, and its determination shall be final, binding and conclusive.

4.4 Assumption or Substitution of Awards. The Board may, without affecting the number of Shares available pursuant to Section 4.1, authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or shares, or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with Section 409A and any other applicable provisions of the Code.

5. ELIGIBILITY, PARTICIPATION AND OPTION LIMITATIONS.

5.1 Persons Eligible for Awards. Awards may be granted only to Employees, Consultants and Directors.

5.2 Participation in the Plan. Awards are granted solely at the discretion of the Board. Eligible persons may be granted more than one Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award.

5.3 Incentive Stock Option Limitations.

(a) Maximum Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to Section 4.1 and adjustment as provided in Sections 4.2 and 4.3, the maximum aggregate number of Shares that may be issued under the Plan pursuant to the exercise of Incentive Stock Options shall not exceed 14,900,182 (Fourteen million, nine hundred thousand, one hundred and eighty two) Shares (the “ISO Share Limit”). The maximum aggregate number of Shares that may be issued under the Plan pursuant to all Awards other than Incentive Stock Options shall be the number of Shares determined in accordance with Section 4.1, subject to adjustment as provided in Sections 4.2 and 4.3.

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(b) Persons Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the Company or a Subsidiary Corporation. Any person who is not an Employee of the Company or a Subsidiary Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option.

(c) Fair Market Value Limitation. To the extent that options designated as Incentive Stock Options (granted under all share option plans of the Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for Shares having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portions of such options which exceed such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of Shares shall be determined as of the time the option with respect to such Shares is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise of the Option, Shares issued pursuant to each such portion shall be separately identified.

6. SHARE OPTIONS.

Options shall be evidenced by Award Agreements specifying the number of Shares covered thereby, in such form as the Board shall from time to time establish. Such Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

6.1 Exercise Price. The exercise price for each Option shall be established in the discretion of the Board; provided, however, that (a) the exercise price per Share for an Option shall be not less than the Fair Market Value of a Share on the effective date of grant of the Option and (b) no Incentive Stock Option granted to a Ten Percent Shareholder shall have an exercise price per Share less than one hundred ten percent (110%) of the Fair Market Value of a Share on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner that would qualify under the provisions of Section 409A or Section 424(a) of the Code, as applicable.

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6.2 Exercisability and Term of Options. Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Board and set forth in the Award Agreement evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Shareholder shall be exercisable after the expiration of five (5) years after the effective date of grant of such Option, and (c) no Option granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable until at least six (6) months following the date of grant of such Option (except in the event of such Employee’s death, disability or retirement, upon an Exit Event, or as otherwise permitted by the Worker Economic Opportunity Act). Subject to the foregoing, unless otherwise specified by the Board in the grant of an Option, each Option shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions.

6.3 Payment of Exercise Price.

(a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of Shares being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent, (ii) if permitted by the Company and subject to the limitations contained in Section 6.3(b), by means of (1) a Share Tender Exercise, (2) a Cashless Exercise or (3) a Net Exercise; (iii) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (iv) by any combination thereof. The Board may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.

(b) Limitations on Forms of Consideration.

(i) Share Tender Exercise. A “Share Tender Exercise” means the delivery of a properly executed exercise notice accompanied by a Participant’s tender to the Company, or attestation to the ownership, in a form acceptable to the Company of whole Shares having a Fair Market Value that does not exceed the aggregate exercise price for the Shares with respect to which the Option is exercised. A Share Tender Exercise shall not be permitted if it would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Shares. If required by the Company, the Option may not be exercised by tender to the Company, or attestation to the ownership, of Shares unless such Shares either have been owned by the Participant for a period of time required by the Company (and not used for another option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company.

(ii) Cashless Exercise. A Cashless Exercise shall be permitted only upon the class of Shares subject to the Option becoming publicly traded in an established securities market. A “Cashless Exercise” means the delivery of a properly executed exercise notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the Shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the

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right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Company notwithstanding that such program or procedures may be available to other Participants.

(iii) Net Exercise. A “Net Exercise” means the delivery of a properly executed exercise notice followed by a procedure pursuant to which (1) the Company will reduce the number of Shares otherwise issuable to a Participant upon the exercise of an Option by the largest whole number of Shares having a Fair Market Value that does not exceed the aggregate exercise price for the Shares with respect to which the Option is exercised, and (2) the Participant shall pay to the Company in cash the remaining balance of such aggregate exercise price not satisfied by such reduction in the number of whole Shares to be issued.

6.4 Effect of Termination of Service.

(a) Option Exercisability. Subject to earlier termination of the Option as otherwise provided by this Plan and unless a longer exercise period is provided by the Board, an Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period determined in accordance with this Section and thereafter shall terminate:

(i) Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable for vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of six (6) months after the date on which the Participant’s Service terminated, but in any event no later than the date of expiration of the Option’s term as set forth in the Award Agreement evidencing such Option (the “Option Expiration Date”).

(ii) Death. If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable for vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration of six (6) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participant’s termination of Service.

(iii) Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service is terminated for Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service.

(iv) Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the Option, to the extent unexercised and exercisable for vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of thirty (30) days after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

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(b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing other than termination of Service for Cause, if the exercise of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 11 below, the Option shall remain exercisable until the later of (i) thirty (30) days after the date such exercise first would no longer be prevented by such provisions or (ii) the end of the applicable time period under Section 6.4(a), but in any event no later than the Option Expiration Date.

6.5 Transferability of Options. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. An Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution: provided, however, that to the extent permitted by the Board, in its discretion, and set forth in the Award Agreement evidencing such Option, an Option shall be assignable or transferable subject to the applicable limitations, if any, described in Rule 701 under the Securities Act and the General Instructions to Form S-8 Registration Statement under the Securities Act or, in the case of an Incentive Stock Option, only as permitted by applicable regulations under Section 421 of the Code in a manner that does not disqualify such Option as an Incentive Stock Option. Notwithstanding the foregoing, for so long as the Company is relying on the exemption provided by Rule 12h-1(f) under the Exchange Act, no Option or, prior to its exercise, the Shares to be issued upon the exercise of the Option, shall be transferred except in compliance with the restrictions on transfer under Rule 12h-1(f) (including the requirement under such rule that any permitted transferee may not further transfer the Option) or be made subject to any short position, “put equivalent position” or ‘‘call equivalent position” by the Participant, as such terms are defined in Rule 16a-1 of the Exchange Act.

7. SHARE AWARDS.

Share Awards shall be evidenced by Award Agreements specifying whether the Award is a Share Bonus or a Share Subscription Right and the number of Shares subject to the Award, in such form as the Board shall from time to time establish. Such Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

7.1 Types of Share Awards Authorized. Share Awards may be granted in the form of either a Share Bonus or a Share Subscription Right. Share Awards may be granted upon such conditions as the Board shall determine, including, without limitation, upon the attainment of one or more performance goals.

7.2 Purchase Price. The purchase price for Shares issuable under each Share Subscription Right shall be established by the Board in its discretion. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving Shares pursuant to a Share Bonus, the consideration for which shall be services actually rendered to a Group Member or for its benefit.

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7.3 Purchase Period. A Share Subscription Right shall be exercisable within a period established by the Board, which shall in no event exceed thirty (30) days from the effective date of the grant of the Share Subscription Right.

7.4 Payment of Purchase Price. Except as otherwise provided below, payment of the purchase price for the number of Shares being purchased pursuant to any Share Subscription Right shall be made (a) in cash, by check or in cash equivalent, (b) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (c) by any combination thereof.

7.5 Vesting and Restrictions on Transfer. Shares issued pursuant to any Share Award may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, as shall be established by the Board and set forth in the Award Agreement evidencing such Award. During any period in which Shares acquired pursuant to a Share Award remain subject to Vesting Conditions, such Shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Exit Event or as provided in Section 7.8. The Board, in its discretion, may provide in any Award Agreement evidencing a Share Award that, if the satisfaction of Vesting Conditions with respect to any Shares subject to such Share Award would otherwise occur on a day on which the sale of such Shares would violate the provisions of the Trading Compliance Policy, then satisfaction of the Vesting Conditions automatically shall be determined on the next trading day on which the sale of such Shares would not violate the Trading Compliance Policy. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of Shares hereunder and shall promptly present to the Company any and all certificates representing Shares acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

7.6 Voting Rights; Dividends and Distributions. Except as provided in this Section, Section 7.5 and any Award Agreement, during any period in which Shares acquired pursuant to a Share Award remain subject to Vesting Conditions, the Participant shall have all of the rights of a Shareholder of the Company holding Shares of the same class and series as the Shares subject to the Share Award, including, if applicable, the right to vote such Shares and to receive all dividends and other distributions paid with respect to such Shares; provided, however, that if so determined by the Board and provided by the Award Agreement, such dividends and distributions shall be subject to the same Vesting Conditions as the Shares subject to the Share Award with respect to which such dividends or distributions were paid, and otherwise shall be paid no later than the end of the calendar year in which such dividends or distributions are paid to Shareholders (or, if later, the 15th day of the third month following the date such dividends or distributions arc paid to Shareholders). In the event of a dividend or distribution paid in Shares or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.3, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant is entitled by reason of the Participant’s Share Award shall be immediately subject to the same Vesting Conditions as the Shares subject to the Share Award with respect to which such dividends or distributions were paid or adjustments were made.

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7.7 Effect of Termination of Service. Unless otherwise provided by the Articles or by the Board in the Award Agreement evidencing a Share Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then (a) the Company shall have the option to repurchase for the purchase price paid by the Participant any Shares acquired by the Participant pursuant to a Share Subscription Right which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service and (b) the Participant shall forfeit to the Company any Shares acquired by the Participant pursuant to a Share Bonus which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company.

7.8 Nontransferability of Share Award Rights. Rights to acquire Shares pursuant to a Share Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or the laws of descent and distribution. All rights with respect to a Share Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative.

8. STANDARD FORMS OF AWARD AGREEMENTS.

8.1 Award Agreements. Each Award shall comply with and be subject to the terms and conditions set forth in the appropriate form of Award Agreement approved by the Board and as amended from time to time. No Award or purported Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement, which execution may be evidenced by electronic means.

8.2 Authority to Vary Terms. The Board shall have the authority from time to time to vary the terms of any standard form of Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent with the terms of the Plan.

9. EXIT EVENT.

Subject to the requirements and limitations of the Articles and Section 409A of the Code, if applicable, the Board may provide for any one or more of the following in connection with an Exit Event:

9.1 Accelerated Vesting. In its discretion, the Board may provide in the grant of any Award or at any other time may take such action as it deems appropriate to provide for acceleration of the exercisability and/or vesting in connection with an Exit Event of each or any outstanding Award or portion thereof and Shares acquired pursuant thereto upon such conditions, including termination of the Participant’s Service prior to, upon, or following such Exit Event, and to such extent as the Board shall determine.

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9.2 Assumption, Continuation or Substitution of Awards. Upon an Exit Event, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of any Participant, assume or continue the Company’s rights and obligations under each or any Award or portion thereof outstanding immediately prior to the Exit Event or substitute for each or any such outstanding Award or portion thereof a substantially equivalent award with respect to the Acquiror’s share capital. For purposes of this Section, if so determined by the Board, in its discretion, an Award or any portion thereof shall be deemed assumed if, following the Exit Event, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement, for each Share subject to such portion of the Award immediately prior to the Exit Event, the consideration (whether shares, cash, other securities or property or a combination thereof) to which a holder of a Share on the effective date of the Exit Event was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration is not solely ordinary shares of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Award for each Share to consist solely of ordinary shares of the Acquiror equal in Fair Market Value to the per Share consideration received by holders of Shares pursuant to the Exit Event. Any Award or portion thereof which is neither assumed or continued by the Acquiror in connection with the Exit Event nor exercised as of the time of consummation of the Exit Event shall terminate and cease to be outstanding effective as of the time of consummation of the Exit Event. Notwithstanding the foregoing, Shares acquired upon exercise of an Award prior to the Exit Event and any consideration received pursuant to the Exit Event with respect to such Shares shall continue to be subject to all applicable provisions of the Award Agreement evidencing such Award except as otherwise provided in such Award Agreement.

9.3 Cash-Out of Outstanding Awards. The Board may, in its discretion and without the consent of any Participant, determine that, upon the occurrence of an Exit Event, each or any Award or portion thereof outstanding immediately prior to the Exit Event and not previously exercised or settled shall be canceled in exchange for a payment with respect to each vested Share (and each unvested Share, if so determined by the Board) subject to such canceled Award in (i) cash, (ii) shares of the Company or of a corporation or other business entity a party to the Exit Event, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per Share in the Exit Event, reduced (but not below zero) by the exercise or purchase price per Share, if any, under such Award. If any portion of such consideration may be received by holders of Shares pursuant to the Exit Event on a contingent or delayed basis, the Board may, in its sole discretion, determine such Fair Market Value per Share as of the time of the Exit Event on the basis of the Board’s good Faith estimate of the present value of the probable amount of future payment of such consideration. In the event such determination is made by the Board, an Award having an exercise or purchase price per Share equal to or greater than the Fair Market Value of the consideration to be paid per Share in the Exit Event may be canceled without payment of consideration to the holder thereof Payment pursuant to this Section (reduced by applicable withholding taxes, if any) shall be made to Participants in respect of the vested portions of their canceled Awards as soon as practicable following the date of the Exit Event and in respect of the unvested portions of their canceled Awards in accordance with the vesting schedules applicable to such Awards.

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10. TAX WITHHOLDING.

10.1 Tax Withholding in General. The Company shall have the right to deduct from any and all payments made under the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local and foreign taxes (including any social insurance), if any, required by law to be withheld by any Group Member with respect to an Award or the Shares acquired pursuant thereto. The Company shall have no obligation to deliver Shares or to release Shares from an escrow established pursuant to an Award Agreement until the Group Member’s tax withholding obligations have been satisfied by the Participant.

10.2 Withholding in or Directed Sale of Shares. The Company shall have the right, but not the obligation, to deduct from the Shares issuable to a Participant upon the exercise or vesting of an Award, or to accept from the Participant the tender of, a number of whole Shares having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of any Group Member. The Fair Market Value of any Shares withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. The Company may require a Participant to direct a broker, upon the vesting or exercise of an Award, to sell a portion of the Shares subject to the Award determined by the Company in its discretion to be sufficient to cover the tax withholding obligations of any Group Member and to remit an amount equal to such tax withholding obligations to the Company in cash.

11. COMPLIANCE WITH SECURITIES LAW.

The grant of Awards and the issuance of Shares pursuant to any Award shall be subject to compliance with all applicable requirements of United States federal and state law and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, no Award may be exercised or Shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the Shares issuable pursuant to the Award or (b) in the opinion of legal counsel to the Company, the Shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

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12. AMENDMENT OR TERMINATION OF PLAN.

The Board may amend, suspend or terminate the Plan at any time. However, without the approval of the Shareholders, there shall be (a) no increase in the maximum aggregate number of Shares that may be issued under the Plan (except by operation of the provisions of Sections 4.2 and 4.3), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Shareholders under any applicable law, regulation or rule, including the rules of any stock exchange or quotation system upon which the Shares may then be listed or quoted. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Board. Except as provided by the next sentence, no amendment, suspension or termination of the Plan may have a materially adverse effect on any then outstanding Award without the consent of the Participant. Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, the Board may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited to, Section 409A of the Code.

13. MISCELLANEOUS PROVISIONS.

13.1 Restrictions on Transfer of Shares.

(a) Shares issued under the Plan shall be subject to any restrictions applicable to the Shares as set forth in the Articles and may be subject to a right of first refusal, one or more repurchase options, or other conditions and restrictions as determined by the Board in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of Shares hereunder and shall promptly present to the Company any and all certificates representing Shares acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

(b) Notwithstanding the provisions of any Award Agreement to the contrary, at any time prior to the date on which the Shares are listed on a national securities exchange (as such term is used in the Exchange Act) or is traded on the over-the-counter market and prices therefore are published daily on business days in a recognized financial journal, the Board may prohibit any Participant who acquires Shares pursuant to the Plan or any transferee of such Participant from selling, transferring, assigning, pledging, or otherwise disposing of or encumbering any such Shares (each, a “Transfer”) without the prior written consent of the Board. The Board may withhold consent for any reason, including without limitation any Transfer (i) to any individual or entity identified by the Company as a potential competitor or considered by the Company to be unfriendly, or (ii) if such Transfer increases the risk of the Company having a class of security held of record by such number of persons as would require the Company to register any class of securities under the Exchange Act; or (iii) if such Transfer would result in the loss of any federal or state securities law exemption relied upon by the

17

Company in connection with the initial issuance of such Shares or the issuance of any other securities; or (iv) if such Transfer is facilitated in any manner by any public posting, message board, trading portal, Internet site, or similar method of communication, including without limitation any trading portal or Internet site intended to facilitate secondary transfers of securities; or (v) if such Transfer is to be effected in a brokered transaction; or (vi) if such Transfer would be of less than all of the Shares then held by the Shareholder and its affiliates or is to be made to more than a single transferee.

13.2 Forfeiture Events. The Board may determine that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of Service for Cause, any act by a Participant, whether before or after termination of Service, that would constitute Cause for termination of Service, or any accounting restatement due to material noncompliance of the Company with any financial reporting requirements of securities laws as a result of which, and to the extent that, such reduction, cancellation, forfeiture, or recoupment is required by applicable securities laws.

13.3 Provision of Information. At least annually, copies of the Company’s balance sheet and income statement for the just completed fiscal year shall be made available to each Participant and purchaser of Shares upon the exercise of an Award; provided, however, that this requirement shall not apply if all offers and sales of securities pursuant to the Plan comply with all applicable conditions of Rule 701 under the Securities Act. The Company shall not be required to provide such information to key persons whose duties in connection with the Company assure them access to equivalent information. The Company shall deliver to each Participant such disclosures as are required in accordance with Rule 701 under the Securities Act. Notwithstanding the foregoing, at any time the Company is relying on the exemption provided by Rule 12h-1(f) under the Exchange Act, the Company shall provide to the applicable Participants the information described in Securities Act Rules 701(e)(3), (4) and (5) by a method allowed under Rule 12h-1(f)(1)(vi) and in accordance with the requirements of Rule 12h-1(f)(1)(vi), provided that the Participant agrees to keep the information confidential until the Company becomes subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

13.4 Rights as Employee, Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit in any way any right of a Group Member to terminate the Participant’s Service at any time. To the extent that an Employee of a Group Member other than the Company receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that the Company is the Employee’s employer or that the Employee has an employment relationship with the Company.

13.5 Rights as a Shareholder. A Participant shall have no rights as a Shareholder with respect to any Shares covered by an Award until the date of the issuance of such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such Shares are issued, except as provided in Section 4.3 or another provision of the Plan.

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13.6 Delivery of Title to Shares. Subject to the Articles and any applicable law, the Company shall issue or cause to be issued the Shares acquired pursuant to an Award and shall deliver such Shares to or for the benefit of the Participant by means of one or more of the following: (a) by delivering to the Participant evidence of book entry Shares credited to the account of the Participant, (b) by depositing such Shares for the benefit of the Participant with any broker with which the Participant has an account relationship, or (c) by delivering such Shares to the Participant in certificate form.

13.7 Fractional Shares. The Company shall not be required to issue fractional Shares upon the exercise or settlement of any Award.

13.8 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under any Group Member’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefits.

13.9 Severability. If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby.

13.10 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or another Group Member’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right or power of the Company or another Group Member to take any action which such entity deems to be necessary or appropriate.

13.11 Choice of Law. Except to the extent governed by applicable United States federal law, the validity, interpretation, construction and performance of the Plan and each Award Agreement shall be governed by the laws of the State of California, without regard to its conflict of law rules.

13.12 Shareholder Approval. The Plan or any increase in the maximum aggregate number of Shares issuable thereunder as provided in Section 4.1 (the “Authorized Shares”) shall be approved by a majority of the outstanding securities of the Company entitled to vote by the later of (a) a period beginning twelve (12) months before and ending twelve (12) months after the date of adoption thereof by the Board or (b) the first issuance of any security pursuant to the Plan in the State of California (within the meaning of Section 25008 of the California Corporations Code). Awards granted prior to security holder approval of the Plan or

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in excess of the Authorized Shares previously approved by the security holders shall become exercisable no earlier than the date of security holder approval of the Plan or such increase in the Authorized Shares, as the case may be, and such Awards shall be rescinded if such security holder approval is not received in the manner described in the preceding sentence.

IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the Midasplayer International Holding Company Limited 2012 Share Incentive Plan as duly adopted by the Board on 03 April, 2012.

/s/ [illegible]

Secretary

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PLAN HISTORY

03 April, 2012	Board adopts Plan, with an initial reserve of 14,900,182 Shares.
03 April, 2012	Shareholders of the Company approve Plan.

(1) [NAME]

and

(2) MIDASPLAYER INTERNATIONAL HOLDING COMPANY

LIMITED

SUBSCRIPTION AGREEMENT

DATE [DATE]

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

When considering what action you should take, you are recommended to seek your own independent financial advice from your own stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

This Subscription Agreement and all other documentation received from the Company are not, and should not be taken as, a recommendation to purchase shares.

This Subscription Agreement and the accompanying documents from the Company are submitted on a confidential basis and the offer contained in them is personal to the recipient and may not be transferred or assigned by the recipient.

This agreement is made on [DATE] between:

(1) Midasplayer International Holding Company Limited, company number C40465, whose registered office is at 125/14, The Strand, Gzira, GZR 1027 Malta (“Company”); and

(2) [NAME] of [ADDRESS], United States of America (“Employee”).

1. BACKGROUND

The Employee hereby purchases from the Company and the Company hereby sells to the Employee a total of [AMOUNT] D1 Ordinary Shares in the Company (“Employee Shares”) for the aggregate purchase price of €[AMOUNT] (€0.000149 per Employee Share) (the “Purchase Price”).

The Employee agrees to hold the Employee Shares subject to the terms of the Midasplayer International Holding Company Limited 2012 Share Incentive Plan (“Plan”), this agreement and the Articles, copies of which are herewith delivered to the Employee.

Pursuant to the provisions of this agreement, the Employee Shares (or a proportion thereof) will, in certain circumstances and at certain times, be converted into Deferred Shares.

2. DEFINITIONS AND INTERPRETATION

2.1 In this agreement, the following terms shall have the following meanings and, unless the context requires otherwise, the terms defined in the Articles shall have the same meanings in this agreement:

(a) “Articles” means the Articles of Association of the Company adopted on 15 November 2011, as amended from time to time;

(b) “ceasing to be an employee” means ceasing to be an employee and/or director of the Company or any Group Member and “ceases to be an employee” shall be construed accordingly. In this definition the Employee will be deemed to cease to be an employee and/or director on the Relevant Cessation Date;

(c) “Code” means the United States Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder.

(d) “Conversion Date” the date to be specified by the Employee in the relevant Conversion Notice for the Employee Shares (or a proportion thereof) to convert into Deferred Shares, being the date determined in accordance with clause 5.1(b) or 5.3(b) (as appropriate);

(e) “Conversion Number” means the number of Employee Shares which are to be the subject of the relevant Conversion Notice, as calculated in accordance with clause 5.1(a) or 5.3(a) (as appropriate);

(f) “Encumbrance” means a mortgage, charge, pledge, lien, option, restriction, equity, right to acquire, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind or any other type of preferential arrangement (including, without limitation, a title transfer and retention arrangement) having similar effect;

(g) “Relevant Cessation Date” means the date on which the Employee ceases to be an employee or director of any Group Member for any reason (including death or bankruptcy) without remaining or immediately becoming an employee or director of any other Group Member or, the date on which the Employee gives or is given notice of termination of his contract of employment or the date of occurrence of a repudiatory breach by him of such contract, including a breach caused by the Employee failing to come into his place of work (whichever is the earlier);

(h) “Relevant Tax Liability” means any and all income tax, social insurance contributions, payroll tax, payment on account or other tax-related withholding in respect of which any Group Member is liable to make a payment to any applicable tax authority, including any such liability which arise by reference to:

(i) the issue of the Employee Shares;

(ii) the making of an election described in clause 9.1;

(iii) the vesting of the Employee Share;

(iv) the transfer of the Employee Shares;

(v) the redemption or conversion of the Employee Shares; and/or

2.2 In this agreement where the context admits:

(a) reference to the singular includes the plural, reference to any gender includes the other genders;

(b) reference to a statutory provision includes reference to:

(i) any order, regulation, statutory instrument or other subsidiary legislation at any time made under it for the time being in force (whenever made);

(ii) any modification, amendment, consolidation, re-enactment or replacement of it or provision of which it is a modification, amendment, consolidation, re-enactment or replacement;

(c) reference to a clause, schedule or paragraph is to a clause, schedule or a paragraph of a schedule of or to this agreement respectively;

(d) reference to the parties to this agreement includes their respective successors, permitted assigns and personal representatives;

(e) reference to any party to this agreement comprising more than one person includes each person constituting that party;

(f) the headings are for ease of reference only and shall not affect the construction or interpretation of this agreement.

2.3 For the purposes of this agreement, “Sale” has the meaning given to it in the Articles save that (unless the Board, with the consent of the Investor Director, determines otherwise) no Sale shall be treated as occurring where the person (and Connected Persons and group of persons acting in concert, where relevant) acquiring or obtaining shares in the circumstances which is giving rise to the “Sale” are Apax entities.

3. TERMS OF SHARE HOLDING

3.1 The Employee agrees to hold the Employee Shares subject to the terms and conditions of the Plan, this agreement and the Articles.

3.2 The Employee:

(a) confirms, warrants and undertakes that he is acquiring the Employee Shares on his own behalf for investment purposes and not re-sale;

(b) confirms, warrants and undertakes that in deciding to purchase the Employee Shares, he has made his own assessment of the risks and opportunities involved and has not relied upon any warranty, representation, or inducement from any person;

(c) shall undertake all such acts, things and deeds necessary to effect a conversion, redemption, forfeiture and sale of the Employee Shares in accordance with the Articles, the Plan and this agreement;

4. SHARE CERTIFICATE

A share certificate shall be issued in favour of the Employee in accordance with Article 3. The Company may at any time place on any such share certificate legends referencing applicable securities law and other restrictions, including without limitation the following:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.”

5. SHARE CONVERSION

5.1 In the event that the Employee ceases to be an employee, the Company shall notify the Employee in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of:

(a) the number of Employee Shares which will be the subject of the Conversion Notice, being the number of Employee Shares held by the Employee which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and

(b) the date to be specified by the Employee in the Conversion Notice for the Employee Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date.

5.2 In the event a Company Conversion Information Notice is served pursuant to clause 5.1, the Employee shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Employee Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date.

5.3 In the event that a Sale is to occur, the Company may notify the Employee in writing by service of a Company Conversion Information Notice of:

(a) the number of Employee Shares which will be the subject of the Conversion Notice, being the number of Employee Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of Employee Shares as is determined by the Board; and

(b) the date to be specified by the Employee in the Conversion Notice for the Employee Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale).

5.4 In the event a Company Conversion Information Notice is served pursuant to clause 5.3, the Employee shall, prior to the Conversion Date (but in any event within 7 days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Employee Shares equal to the Conversion Number into Deferred Shares on the Conversion Date (taking effect immediately prior to the relevant Sale so that the Conversion Number of Employee Shares are converted into Deferred Shares immediately prior to the Sale).

6. SHARE TRANSFER

The Employee shall not, otherwise than pursuant to the operation of Articles 11, 12, 13, 14 and 15 of the Articles, without the prior written consent of the Investor Director (such consent to be made subject to such conditions as the Investor Director may require) transfer the Employee Shares or enter into any arrangement which may place any Encumbrance on the Employee Shares.

7. POWER OF ATTORNEY

7.1 The Employee:

(a) irrevocably appoints the Company as his attorney (“Attorney”) for all purposes referred to in this agreement and irrevocably authorises the Attorney (on the Employee’s behalf) to execute all document(s) and to do any and all acts and things as the Attorney shall in its absolute discretion consider necessary in order to give full effect to the terms of this agreement;

(b) agrees that the Attorney may in his name or otherwise on the Employee’s behalf:

(i) execute any stock transfer form and do all things necessary in order to transfer any of the Employee Shares in accordance with this agreement or the Articles;

(ii) accept any Company Conversion Information Notice served in accordance with this agreement;

(iii) serve a Conversion Notice in accordance with this agreement;

(iv) approve any alteration to this agreement pursuant to clause 8; and/or

(v) accept and retain any share certificate issued by the Company in respect of the Employee Shares.

7.2 The Attorney may:

(a) delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise and vary or revoke such delegation at any time; and

(b) appoint one or more persons to act as substitute attorney for the Employee and to exercise one or more of the powers conferred on the Attorney by this power of attorney and revoke any such appointment.

7.3 The Employee undertakes:

(a) not to exercise any power conferred on the Attorney by this power of attorney without the Attorney’s consent;

(b) to promptly notify the Attorney of, and deliver to the Attorney, anything received by the Employee in its capacity as the registered holder of the Employee Shares;

(c) to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney; and

(d) to indemnify each Attorney against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

7.4 The Employee declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.

7.5 The Employee agrees that the power of attorney and other authorities on the terms conferred by or referred to in this agreement are given by way of security for the performance of the obligations of the person concerned and are irrevocable in accordance with section 4 of the Powers of Attorney Act 1971. Such power of attorney shall be irrevocable except with written consent of the Attorney.

8. MISCELLANEOUS

8.1 This agreement shall not form part of the contract of employment of the Employee and shall not entitle the Employee to any additional employment rights not set out in their contract of employment. The rights and obligations of the Employee under the terms of his office or employment shall not be affected by his participation in this agreement and the Employee shall waive any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever (including unfair or wrongful dismissal) insofar as those rights arise or may arise from his ceasing to have rights under this agreement or losing entitlement to the Employee Shares as a result of such termination. No such participation, rights or benefits shall be taken into account for the purposes of calculating the amount of benefits payable to any pension fund. Employee Shares held pursuant to this agreement shall not constitute any representation or warranty that any benefit will accrue to any individual who holds those Employee Shares.

8.2 The terms of this agreement shall in all respects be administered by the board of directors of the Company, and in the event of any dispute or disagreement as to the interpretation of this agreement, or as to any question or right arising from or related to this agreement, the decision of the board of directors for the time being of the Company shall be final and binding upon all persons.

8.3 Subject to clause 10.2, the board of directors for the time being of the Company may at any time and from time to time make any alteration to this agreement which it thinks fit provided that:

(a) any alteration to this agreement which is necessary to comply with or to take account of any applicable legislation or statutory regulations or any change in them, or any requirements of any tax authority or to obtain or maintain favourable taxation, exchange and/or regulatory treatment for the Company, any Group Member or the Employee may be made without the consent of the Employee; and

(b) (subject to clause 8.3(a)) no alteration which would materially and unfairly increase the liability of the Employee or materially and unfairly decrease the value of his subsisting rights under this agreement shall be made without the Employee’s prior written consent.

9. TAX MATTERS

9.1 Election under Section 83(b) of the Code. The Employee understands that Section 83 of the Code taxes as ordinary income the difference between the Purchase Price paid for the Employee Shares and the fair market value of the Employee Shares as of the date on which the shares are “substantially vested,” within the meaning of Section 83. In this context, “substantially vested” means that the right of the Company to require the conversion of the Employee Shares into Deferred Shares as described in clause 5 (the “Conversion Right”) has lapsed. The Employee understands that he or she may elect to have his or her taxable income determined at the time he or she acquires the Employee Shares rather than when and as the Conversion Right lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the date of acquisition of the Employee Shares. Even if the fair market value of the Employee Shares equals the Purchase Price paid for the Employee Shares, the election must be made to avoid adverse tax consequences in the future. The Employee understands that failure to make a timely filing under Section 83(b) will result his or her recognition of ordinary income as the Conversion Right lapses on the difference between the Purchase Price paid for the Employee Shares and the fair market value of the Employee Shares at the time the Conversion Right lapses.

9.2 Notice to Company. The Employee will notify the Company in writing if the Employee files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from the Employee evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to the Employee in the absence of such an election.

9.3 Valuation of the Employee Shares. The Employee Shares have been valued by the Company in establishing the Purchase Price, and the Company believes this valuation represents a fair attempt at reaching an accurate appraisal of their worth. The Employee understands, however, that the Company can give no assurances that such valuation is in fact the fair market value of the Employee Shares and that it is possible that with the benefit of hindsight, the Internal Revenue Service would successfully assert that the value of the Employee Shares on any relevant date is greater than so determined. If the Internal Revenue Service were to succeed in a tax determination under the Code that the Employee Shares received have a value greater than that determined by the Company, the additional value in excess of the Purchase Price paid would constitute ordinary income as of the date of the Employee’s realization of income. The additional taxes (and interest) due would be payable by the Employee, and there is no provision for the Company to reimburse him or her for that tax liability, and the Employee assumes all responsibility for such potential tax liability. Under present law, in the event such additional value would represent more than twenty-five (25%) of the Employee’s gross income for the year in which the value of the Employee Shares were taxable, the Internal Revenue Service would have six (6) years from the due date for filing the return (or the actual filing date of the return if filed thereafter) within which to assess the Employee the additional tax and interest which would then be due. The Company undertakes no obligation to inform the Employee of any change in the tax laws which may effect this Agreement or its consequences.

9.4 Consultation with Tax Advisors. The Employee understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date of the acquisition of the Employee Shares pursuant to this agreement. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Employee. The Employee acknowledges that he or she has been advised to consult with a tax advisor regarding the tax consequences to the Employee of the purchase of Employee Shares hereunder. ANY ELECTION UNDER SECTION 83(b) THE EMPLOYEE WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE EMPLOYEE ACQUIRES THE EMPLOYEE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE EMPLOYEE ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE EMPLOYEE’S SOLE RESPONSIBILITY, EVEN IF THE EMPLOYEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF.

9.5 Tax Indemnity. The Employee covenants with the Company to allow the Company or any other Group Member (in each case a “Relevant Payer”) to recover from him (to the extent permitted by law) all and any Relevant Tax Liability and hereby indemnifies and will keep indemnified on a continuing basis each Relevant Payer in respect of any Relevant Tax Liability (to the extent permitted by law). For the purposes of such indemnity, but without prejudice to the right of any Relevant Payer to enforce the indemnity in any other way:

(a) the Employee authorises for all purposes the Relevant Payer (or his employing company if different) to deduct (to the extent permitted by law) sufficient funds which, in the reasonable opinion of the Relevant Payer, would be equal to any Relevant Tax Liability from any payment made to or in respect of the Employee by the employing company or the Relevant Payer on or after the date of the event which gives rise to the Relevant Tax Liability;

(b) the Employee agrees (to the extent permitted by law) to pay to the Relevant Payer an amount sufficient to satisfy all Relevant Tax Liability to the extent that such liabilities are not recovered from the Employee pursuant to clause 9.5(a) or otherwise to enter into such arrangements as the Company may consider appropriate to recover from the Employee the amount of any Relevant Tax Liability.

10. VARIATIONS

10.1 Subject to clause 8.3 and the following provisions of this clause 10, no variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.

10.2 In the event that any of the Employee Shares are to be converted pursuant to the provisions of Article 7.6 of the Articles in connection with a Listing, then the board of directors for the time being of the Company may (by simple board resolution) make any alteration to this agreement which it thinks fit so that the provisions of this agreement apply (from and after the relevant conversion) in respect of the shares into which the Employee Shares have converted (including, for the avoidance of doubt, so that the provisions of schedule 2 apply to determine the extent to which (and when) the shares into which the Employee Shares have converted shall be treated as “Vested” with the intention that 100% of such shares will be “Vested” on the same date as 100% of the Employee Shares would have “Vested” under that schedule).

11. NOTICES

Any notice or other communication under or in connection with this agreement may be given:

(a) by personal delivery or by sending the same by post, to the Employee at his last known address, or to the address of the place of business at which he performs the whole or substantially the whole of his duties of his office or employment, and to the Company at its registered office and where a notice or other communication is given by first class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped; or

(b) to the Employee by electronic communication to their usual business address or to such other address for the time being notified for that purpose to the person giving the notice.

12. FURTHER ASSURANCE

Each of the parties agrees that it shall execute or procure to be done and executed all such acts, deeds, documents and things as may be necessary to give effect to this agreement.

13. COUNTERPARTS

This agreement may be executed in any number of counterparts each of which when executed by one or more of the parties hereto shall constitute an original but all of which shall constitute one and the same instrument.

14. THIRD PARTY RIGHTS

A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that a Relevant Payer shall be entitled to enforce the provisions of clause 9.5. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

15. GOVERNING LAW AND JURISDICTION

15.1 This agreement shall be governed by and construed in accordance with the laws of England.

15.2 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this agreement and that accordingly, any suit, action or proceedings arising out of or in connection with this agreement shall be brought in such courts.

This agreement is executed and delivered as a Deed on the date set out on the first page of this agreement.

Signed as a deed, but not delivered until the first date specified on page 1, by [NAME] in the presence of:	)
	)
	)	Signature
Witness signature
Witness name
(block capitals)
Witness address

Executed as a deed, but not delivered until the first date specified on page 1, by MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED by a director in the presence of a witness:	)
	)
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		Signature
		Name (block capitals)
			Director
Witness signature
Witness name
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Witness address

SCHEDULE 1

Company Conversion Information Notice

To: [Employee]

[Address]

Date:

This notice is served pursuant to clause 4 of the share subscription agreement entered between you and Midasplayer International Holding Company Limited (“Company”) on [             ], relating to your acquisition of [number and class ] shares (“Subscription Agreement”).

Pursuant to clause 4 of the Subscription Agreement, you are required to serve a notice on the Company in the form attached, requesting that the Conversion Number (as specified below) of your Employee Shares (as defined in the Subscription Agreement) convert into Deferred Shares on the Conversion Date (as specified below):

Conversion Number:

Conversion Date:

On behalf of Midasplayer International Holding Company Limited

Conversion Notice

To: Midasplayer International Holding Company Limited

[Address]

Date:    [                                      ]

Dear Sirs,

Conversion Notice

This notice is served pursuant to Article 7.7 of the articles of association (“Articles”) of Midasplayer International Holding Company Limited. In accordance with the Articles, notice is hereby given that the number of [ ] shares specified below shall convert into Deferred Shares on the Conversion Date specified below. [It is acknowledged that this conversion is intended to take effect immediately prior to the relevant Sale.]

Conversion Number of [[D1] [D2] Ordinary Shares]:                         

Conversion Date:                             

Signed                                 

By [Employee] [acting by [insert name of agent / attorney] being such person’s duly appointed [agent / or attorney]]

[[and in the case of a notice exercised by an attorney]

Witnessed by: [Witness signature]

Witness name: [Insert name of witness]

Witness address: [Insert address]]

SCHEDULE 2

For the purposes of this agreement, our sixteenths of the Employee Shares shall be “Vested” one year after                      and a further one sixteenth shall become “Vested” every three months thereafter (with the intent that 100% of the Employee Shares shall become “Vested” on                     ).

[Double Trigger

In addition, if a Sale takes place at a time when any of the Option Shares have not vested pursuant to the above (such number of Option Shares being the “Unvested Shares”) then such number of Option Shares as is equal to one half of the Unvested Shares (or, in the event the Sale does not comprise a sale of the entire issued share capital of the Company, such identical or smaller number of Option Shares as is determined by the Board (subject to first obtaining the consent of the Investor Director)) shall vest immediately prior to completion of the relevant Sale (such number of shares so vesting, being the “Sale Shares”) provided that, prior to Completion, the Executive has entered into an arrangement satisfactory to the Company pursuant to which he has agreed that the consideration payable (or issuable) in connection with the Sale and attributable to the Sale Shares (“Sale Share Consideration”) shall only be paid (or issued) to him as follows:

(a) the Sale Share Consideration shall be payable on such terms as the payer and the Executive may agree if, prior to the Sale, the Board and the Investor Director (in their absolute discretion) consider that:

(i) the Executive will cease to be employed and lose his directorship (where relevant) in connection with the Sale (other than by way of voluntary resignation) without being offered another reasonably similar position within the Group (or with any company which will become associated or connected with the Company in connection with the Sale); or

(ii) the Executive will not be offered a new incentive arrangement relating to shares, cash or other assets which are reasonably economically equivalent to the value of the Sale Share Consideration;

(b) if the Executive ceases to be an employee or director of the Company or a member of the Group prior to the first anniversary of the Sale (without becoming an employee or director of another company associated or connected with the Company) then the Sale Share Consideration shall be paid (or issued) at the time at which the Executive so ceases to be employed and (where relevant) hold a directorship, provided that if the Executive ceases to be such an employee or director only by reason of resignation or by reason of termination by the Company or member of the Group for gross misconduct then this paragraph (b) shall not apply; or

(c) if neither (a) or (b) have applied by the first anniversary of the Sale, the Executive shall agree to the Sale Share Consideration being forfeited in its entirety.

Notwithstanding any of the above:

(d) no Option Shares shall vest after the date on which the Executive ceases to be employed by (or a director of) the Company or any member of the Group unless the Board (having obtained the consent of the Investor Director) determines otherwise; and

(e) no Option Shares shall vest after the date of a Sale (save to the extent the Board, having obtained the consent of the Investor Director determine otherwise).]

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

AND

[—]

INDIVIDUAL OPTION AGREEMENT

(U.S. Executive)

CONTENTS

1	DEFINITIONS	3
2	GRANT OF OPTION	7
3	MANNER OF EXERCISE OF OPTIONS	8
4	TAXATION MATTERS	9
5	TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS	10
6	VARIATION OF SHARE CAPITAL	12
7	EXCHANGE OF SHARES FOR SHARES OF ANOTHER COMPANY	12
8	POWER OF ATTORNEY	13
9	MARKET STANDOFF	15
10	MISCELLANEOUS	16

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OPTION AGREEMENT DATE [—]

BETWEEN:

(1) MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C., company number C40465, a public limited company whose registered office is at Aragon House Business Centre, Dragonara Road, St Julian’s, STJ 3140, Malta (the “Company”) and;

(2) [—] of [—] (the “Executive”).

RECITALS

(A) The Executive is a key employee and/or director within the Group at the date of this agreement.

(B) The Company wishes to grant to the Executive an option to acquire Shares (as defined in this agreement) upon and subject to the terms of this agreement.

1 DEFINITIONS

1.1 In this agreement the following words and expressions shall have the following meanings and, unless the context requires otherwise (or the term is otherwise defined herein) the terms defined in the Articles shall have the same meanings in this agreement:

“Acquiring Company”

means a company which acquires shares in the capital of the Company pursuant to a Sale;

“Articles”

means the articles of association of the Company in effect from time to time;

“Asset Sale”

means the disposal by any one or more members of the Group of assets (whether together with associated liabilities or otherwise and as part of an undertaking or otherwise) which represent 50% or more (by book value) of the consolidated gross assets of the Group at that time but excluding any such disposal to another member of the Group;

“Auditors”

means the auditors for the time being of the Company (acting as experts and not as arbitrators);

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“Board”

means the board of directors of the Company or a duly constituted committee thereof;

“Code”

means the United States Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder;

“Date of Exercise”

means the date on which the Company receives both the written notice and any payment (if required) referred to in Clause 3.1;

“Dealing Code”

means any code or regulations adopted by any relevant listing authority or stock exchange which restricts dealings in securities issued by the Company and/or such other rules and regulations adopted by the Company which govern dealing in Shares, interests in Shares, options or rights over Shares or interests in Shares;

“Effective Date”

[—];

“Eligible Person”

means any individual who is an employee or director of a member of the Group;

“Exercise Price”

means the sum of [—] per Option Share, adjusted if appropriate pursuant to Clause 6;

“Good Leaver”

means the Executive ceasing to be an employee and/or director of any member of the Group:

(a) as a result of his death, permanent incapacity due to ill health or retirement in accordance with his contract of employment; or

(b) due to dismissal of the Executive by the Company or any member of the Group without notice or payment in lieu in circumstances where the Company or other member of the Group is not entitled to summarily dismiss; or

(c) in circumstances where the Board determines (subject to the Investor Director voting in favour of such determination) in its absolute discretion the Executive to be a Good Leaver;

“Grant Date”

[—];

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“Group”

has the meaning given in the Articles and “member of the Group” shall be construed accordingly;

“HMRC”

means HM Revenue & Customs (or any other taxation or other authority in any other jurisdiction, as applicable);

“Investor Director”

has the meaning given in the Articles;

“ITEPA”

means the Income Tax (Earnings and Pensions) Act 2003;

“Liquidation”

whether voluntary or compulsory, means the passing of a resolution for the winding-up of the Company;

“Listing”

means:

(a) the admission of all or any of the shares in the capital of the Company to trading on a market for listed securities designated by the Financial Markets Act (Cap. 345 of the laws of Malta) as a Recognized Investment Exchange (as defined in the Articles), together with the admission of such shares to the relevant Official List (as defined in the Articles); or

(b) if the Investors (as defined in the Articles) in their absolute discretion so determine, the admission of such shares to, or to trading on, any other market wherever situated together, if necessary, with the admission of such shares to listing on any official or otherwise prescribed list maintained by a competent or otherwise prescribed listing authority;

“Market Value”

means on any day the market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 or, if the Shares are quoted on the official list of a Recognized Investment Exchange, the average of the middle market quotations of a Share as derived from the relevant Official List for the three immediately preceding dealing days;

“Option”

means the right to acquire Shares granted under this agreement;

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“Option Shares”

means the [—] Shares which are the subject of the Option;

“Sale”

has the meaning given in the Articles, save that unless the Board (and the Investor Director) determine otherwise, it shall not constitute a Sale where the person (or Connected Persons or group of persons Acting in Concert (as defined in the Articles)) acquiring or obtaining shares in the circumstances giving rise to the “Sale” are (in the reasonable opinion of the Board) Apax entities;

“Share”

means a D1 Ordinary Share of €0.000149 in the capital of the Company (or such other nominal value as may be determined by the Company in general meeting from time to time);

“Tax Liability”

the amount of income tax, withholding tax and/or employee social security contributions (or any similar taxes in a jurisdiction other than the United Kingdom) which the Company or other member of the Group would be required to account for to HMRC (a) as a consequence of the Executive exercising the Option or acquiring Shares pursuant to such exercise and/or (b) on any gain realised or deemed to have been realised by the Executive in respect of the Option or the Option Shares, provided that employer’s national insurance contributions (or similar contributions in a jurisdiction other than the United Kingdom) shall not constitute Tax Liabilities and such amounts shall be payable by the Company or other member of the Group.

1.2 So far as not inconsistent with the context:-

1.2.1 Any reference herein to any enactment shall be construed as a reference to that enactment as for the time being amended or re-enacted.

1.2.2 All references to the masculine gender shall be deemed also to be references to the feminine gender and all references to the singular include the plural and vice versa.

1.2.3 All references to clauses or sub-clauses are unless the context otherwise requires to clauses or sub-clauses of this agreement.

1.2.4 The headings to clauses of this agreement are for convenience only and have no legal effect.

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2 GRANT OF OPTION

2.1 The Company hereby grants to the Executive the right, upon the terms and subject to the conditions of this agreement, exercisable to the extent that the Option has vested in accordance with, and on the dates specified in, Schedule 1, to purchase the Option Shares for the Exercise Price.

2.2 The Option is granted on the Grant Date with an exercise price per Share of not less than 100% of the fair market value per Share on the Grant Date. The Option is not an incentive stock option within the meaning of Section 422 of the Code.

2.3 The Option may be exercised in whole or in part, and if exercised in part the Option shall remain exercisable in respect of the remaining Option Shares on the same terms hereof. Notwithstanding the foregoing, from and following a Listing the Option may not be exercised at any time when such exercise is prohibited by any Dealing Code.

2.4 The Option is personal to the Executive. It may not be transferred, assigned or charged or otherwise alienated and any purported transfer, assignment, charge or other alienation shall cause the Option to lapse forthwith. The Option may be surrendered at any time by the Executive.

2.5 The Option shall lapse automatically (in so far as it has not been exercised) on the earliest of:-

2.5.1 the tenth anniversary of the Grant Date;

2.5.2 the date on which it lapses under Clause 2.4;

2.5.3 unless the Company otherwise decides (it being able to impose such conditions as it sees fit in the event that it exercises its discretion in this regard), 40 calendar days after the Option has become exercisable in accordance with Clause 5 (but excluding Clause 5.2);

2.5.4 the Executive being adjudicated bankrupt by a court of law;

2.5.5 forthwith upon the Executive ceasing to be an Eligible Person other than in circumstances where the Executive is a Good Leaver;

2.5.6 the date falling 90 calendar days after the Executive ceases to be an Eligible Person in circumstances where the Executive is a Good Leaver (or such longer period as the Board, having obtained the consent of the Investor Director, may determine in its absolute discretion); and

2.5.7 unless the Board determines otherwise, on completion of any Exchange if the Executive has not entered into an agreement for the grant of a New Option in accordance with Clause 7.

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3 MANNER OF EXERCISE OF OPTIONS

3.1 To the extent that the Option has become exercisable pursuant to this agreement, the Option may be exercised (in whole or in part) by the Executive, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which he wishes to exercise the Option accompanied by:

3.1.1 the payment of the total Exercise Price due in respect of the number of Shares specified in the exercise notice, save to the extent that the Executive has made other arrangements for the payment of the total Exercise Price (such as, after Listing, the Executive selling sufficient number of the Shares as generates proceeds to pay the Exercise Price and using those proceeds to satisfy the same) which are satisfactory to the Company or the Company permits the cashless exercise of the Option pursuant to Clause 3.5; and

3.1.2 if required by the Company, the amount due under Clause 4 in respect of any Tax Liability.

3.2 Where the Option has been properly exercised, the Shares in respect of which the Option has been exercised shall be issued or transferred pursuant to a notice of exercise within 30 calendar days of the Date of Exercise. Where any Dealing Code prohibits the issue or transfer of the relevant Shares during such 30 day period, such 30 day period shall be extended by the number of days (plus three further days) during which the prohibition applies.

3.3 Where the Option is exercised only in part the balance shall remain exercisable on the same terms as originally applied to the whole Option.

3.4 The Executive hereby agrees that if the Option is exercised prior to a Listing the Executive shall, as a condition of such exercise, enter into a subscription agreement in respect of the Option Shares (the “Subscription Agreement”) and a deed of adherence to a shareholders agreement, each in the form approved by the Board.

3.5 Notwithstanding any other provision of this agreement, if the Executive serves a valid exercise notice and, as a result, the Company is obliged to issue or transfer a number of Shares to the Executive in exchange for the payment of a corresponding Exercise Price then the Company shall, at its sole discretion and subject always to applicable law, be entitled to satisfy that obligation by issuing, transferring or procuring the

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transfer to the Executive (at no cost to the Executive or at a cost which reflects only the nominal value of the relevant Shares) such reduced number of Shares as will (in the opinion of the Board) deliver equivalent value to the Executive.

4 TAXATION MATTERS

4.1 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:-

4.1.1 the Company or other member of the Group is able to deduct or, where possible, withhold, an amount equal to the whole of the Tax Liability from the Executive’s net pay for the next pay period; or

4.1.2 the Executive has paid to the Company or other member of the Group an amount equal to the Tax Liability; or

4.1.3 the sum of the amount that the Executive has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Executive’s net pay for the next pay period is equal to or more than the Tax Liability; or

4.1.4 the Executive enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company.

4.2 The Executive agrees that if requested to do so by the Board he shall immediately upon exercise of the Option enter into an irrevocable joint election with his employing company (or the company of which he is a director) pursuant to section 431 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom, including section 83(b) of the Code) in a form specified by the Board that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) and sections 425 to 430 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) are not to apply to such Shares.

4.3 The Executive hereby agrees to indemnify and hold the Company and each member of the Group harmless against any Tax Liability.

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5 TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS

5.1 Sale or Asset Sale

5.1.1 In the event that a Sale or an Asset Sale takes place, the Option may be exercised within 40 calendar days of such Sale or Asset Sale (as applicable) occurring (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1).

5.1.2 In the event that the Board becomes aware that an offer has been made which, if completed, would lead to this Option becoming exercisable under Clause 5.1.1, it may at its absolute discretion resolve that this Option becomes exercisable under Clause 5.1.1 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1) within such period as is determined by the Board and notified to the Executive (prior to any Sale or Asset Sale as mentioned in Clause 5.1.1) and, in the event that the Option is not exercised during this period, it shall lapse in full at the end of such period (notwithstanding any other provision of this agreement).

5.2 Listing

5.2.1 An Option may be exercised on or following a Listing in accordance with Clause 5.2.2 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1).

5.2.2 As soon as the Board has become aware that firm negotiations have been entered into or firm proposals have been made for the Listing, the Board may notify the Executive that such negotiations or proposals have been entered into or made. Within one week of such notification, the Executive may exercise the Option (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1). The Board may specify in the notification that the exercise of the Option under this Clause 5.2.2 shall be conditional upon completion of the Listing (and for the purposes of this Clause 5.2, “completion” in relation to a Listing shall be the admission or granting of permission referred to in the definition of “Listing”) and in such a case, in the event that the Listing does not proceed, the notice of exercise shall be deemed never to have been served.

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5.3 Exchange of Options

5.3.1 In the event that a Sale takes place, the Executive may at any time within six months of the Sale by agreement with the Acquiring Company release his rights under the Option (in this clause referred to as “the old rights”) in consideration for the grant to him of rights (in this clause referred to as “the new rights”) which are equivalent to the old rights but relate to shares in a different company.

5.3.2 The new rights referred to in Clause 5.3.1 above shall not be regarded for the purposes of this Clause 5 as equivalent to the old rights unless:

5.3.2.1 the new rights are granted to the Executive by reason of his employment with the Acquiring Company or any of its 51% subsidiaries;

5.3.2.2 the total Market Value of the Shares which are the subject of the Option immediately before the release of the Executive’s old rights is substantially equivalent to the total Market Value of the shares (which are the subject of the new rights) immediately after the grant of the new rights to the Executive; and

5.3.2.3 the total amount payable by the Executive for the acquisition of shares in pursuance of the new rights is substantially equivalent to the total amount that would be payable for the acquisition of Shares in pursuance of the old rights.

5.3.3 Where any new rights are granted pursuant to this Clause 5.3 this agreement shall in relation to the new rights be construed as if references to the Company and to the Shares were references to the Acquiring Company or as the case may be to the company in whose shares the new rights relate and to the shares of the Acquiring Company or of the other company in whose shares the new rights relate.

5.4 Liquidation

If the Company passes an extraordinary resolution for dissolution and consequential voluntary winding up of the Company, the Option may be exercised until the commencement of such winding up (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1) at the expiry of which period it shall lapse.

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6 VARIATION OF SHARE CAPITAL

6.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, or if any of the shares in the Company are to be converted to shares of another class pursuant to the provisions of the Articles (including, but not limited to, a conversion of D1 Ordinary Shares into A Ordinary Shares and/or Deferred Shares (as defined in the Articles) immediately prior to a Listing), the limit on the number of Shares available under the Option, the number, class and nominal amount of Shares subject to the Option (the definition of “Shares” being adjusted accordingly) and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted in such manner as the Board considers reasonable PROVIDED THAT:-

6.1.1 the aggregate amount payable on the exercise of an Option in full is not increased (subject to Clause 6.1.2); and

6.1.2 the Exercise Price for a Share is not reduced below its nominal value.

7 EXCHANGE OF SHARES FOR SHARES OF ANOTHER COMPANY

7.1 If the Company is or is to be the subject of a transaction whereby all or substantially all of the issued share capital of the Company is or is to be exchanged for issued share capital in another company or body corporate wherever incorporated, (the “New Company”) with the result that (in the reasonable opinion of the Board) the beneficial ownership of the issued share capital in the New Company is (or is to be) substantially the same as the beneficial ownership of the issued share capital in the Company immediately prior to such transaction (the “Exchange”), the Executive shall (if so requested by the Company) release his rights (including his right to acquire Shares) under this agreement (the “Old Option”) in consideration for the grant to him of equivalent rights granted by the New Company (including a right to acquire shares in the New Company) (the “New Option”). The determination of such equivalence shall be made in the sole discretion of the Board whose decision shall be final and binding.

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7.2 The New Option shall be on terms and conditions that are (in the opinion of the Board) equivalent to the terms and conditions of this agreement save that where a provision in this agreement refers to the Company the corresponding provision in the agreement governing the New Option (the “New Option Agreement”) shall (unless the Board considers the context requires otherwise) instead refer to the New Company, provided that:

7.2.1 the number (and class) of shares in the New Company subject to the New Option may be different to the number (and class) of Shares subject to the Old Option, provided that (in the opinion of the Board) there shall be no material enlargement or dilution of the Executive’s interest; and

7.2.2 the exercise price payable per share of the New Company under the New Option may be different to the Exercise Price per Share under the Old Option, provided that (i) the exercise price per share of the New Company under the New Option shall be at least the nominal value of such share and (ii) the aggregate exercise price for all of the shares of the New Company subject to the New Option immediately after the Exchange shall be substantially equivalent to the aggregate Exercise Price of all of the Shares subject to the Old Option immediately prior to the Exchange.

7.3 The New Option Agreement may take account of any other matters (such as, without limitation, variations between the Articles and the constitutional documents governing the corporation or company in which the New Shares are issued and in the case of the corporation or company being incorporated in another jurisdiction, differences between the laws of Malta and the laws applicable to such company or corporations) that the Board considers necessary or desirable to give effect to the commercial intention of the arrangement envisaged by this agreement.

8 POWER OF ATTORNEY

8.1 The Executive:

8.1.1 hereby irrevocably appoints the Company as his attorney (“Attorney”) for all purposes referred to in this agreement or any New Option Agreement and irrevocably authorises the Attorney (on the Executive’s behalf) to execute any and all document(s) and to do any and all acts and things as the Attorney in its absolute discretion considers necessary or desirable in order to give full effect to the terms of this agreement, the New Option Agreement, the terms of the Articles (or the articles of association of the New Company) or the release of the Old Option and grant of the New Option in connection with the Exchange. Every attorney that may be appointed by virtue of this clause shall be considered to act singly as the true and lawful attorney of the Executive with full power of substitution as specified herein;

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8.1.2 agrees that the Attorney may in his name or otherwise on the Executive’s behalf:

8.1.2.1 execute any New Option Agreement on the Executive’s behalf; and/or

8.1.2.2 approve any alteration to this agreement or the New Option Agreement pursuant to Clause 6 (or equivalent provisions of the New Option Agreement).

8.2 The Executive hereby authorises the Attorney to:

8.2.1 delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise, and vary or revoke such delegation at any time; and

8.2.2 appoint one or more persons to act as substitute attorney for the Executive and to exercise one or more of the powers conferred on the Attorney by this power of attorney and revoke any such appointment,

provided that neither of the above appointments shall constitute the appointment of a new attorney (for the same business of the mandate created by virtue of Clause 8.1 or otherwise) or the revocation of the said mandate given to the Attorney.

8.3 The Executive undertakes:

8.3.1 to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney and hereby ratifies and confirms and agrees to ratify and confirm any act whatsoever the Attorney shall lawfully do or cause to be done and all documents executed by the Attorney in the exercise or proposed exercise of all or any of his powers; and

8.3.2 to indemnify and hold each Attorney harmless against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

8.4 The Executive declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact. The Attorney is expressly authorised to act under this Power of Attorney.

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8.5 The Executive agrees that the Attorney shall not accept any responsibility and shall not be under any liability for any act or omission of the Attorney or any of its representatives (save in the case of the Attorney’s own fraud, gross negligence or wilful misconduct).

8.6 The Executive agrees that the power of attorney and other authorities on the terms conferred by or referred to in this agreement are given by way of security for the performance of the obligations of the Executive and are irrevocable, to the extent permitted by applicable law, in accordance with section 4 of the Powers of Attorney Act 1971 and, in terms of Maltese law in so far as it may be applicable, article 1887 of the Civil Code (Cap. 16 of the Laws of Malta). Such power of attorney shall be irrevocable except with written consent of the Attorney.

8.7 The Board shall notify the Executive as soon as reasonably practicable following an Exchange of the release of the Old Option and the grant of the New Option or of any pre-Listing restructuring, reconstruction or amalgamation involving the share capital of the Company or New Company. Notwithstanding such release the power of attorney granted under this Clause 8 shall remain valid, binding and in existence.

9 MARKET STANDOFF

9.1 The Executive agrees that in the event of a Listing, with respect to any Shares acquired by the Executive pursuant to the exercise of the Option, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing), the Executive will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) calendar days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of Shares permitted under Clause 9.2 so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Clause 9.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this clause and to impose stop transfer instructions with respect to the Shares until the end of such period. The

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Executive further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

9.2 The following transfers will be exempt from Clause 9.1: (i) the transfer of any or all of the Shares during the Executive’s lifetime by gift or on the Executive’s death by will or intestacy to any member(s) of the Executive’s “Immediate Family” (as defined below) or (ii) to a trust for the benefit of the Executive and/or member(s) of the Executive’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of Clause 9.1 will continue to apply to the transferred Shares in the hands of such transferee or other recipient. The term “Immediate Family” means the Executive’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of the Executive or the Executive’s spouse, or the spouse of any of the above or Spousal Equivalent. A person is deemed to be a “Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the transferee and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither is married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last twelve (12) months and intend to do so indefinitely.

10 MISCELLANEOUS

10.1 The terms of this agreement shall in all respects be administered by the Board, and in the event of any dispute or disagreement as to the interpretation of this agreement, or as to any question or right arising from or related to this agreement, the decision of the Board shall be final and binding upon all persons.

10.2 Subject to Clause 8, the Board may at any time and from time to time make any alterations to this agreement which it thinks fit provided that:

10.2.1 any alteration to this agreement which is necessary to comply with or to take account of any applicable legislation or statutory regulations or any change in them, or any requirements of any tax authority or to obtain or maintain favourable taxation, exchange and/or regulatory treatment for the Company, any Group member or the Executive, may be made without the consent of the Executive; and

10.2.2 (subject to Clause 10.2.1) no alteration which would materially and unfairly increase the liability of the Executive or materially and unfairly decrease the value of his subsisting rights under this agreement shall be made without the Executive’s prior written consent.

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10.3 Subject to Clause 10.2 and Clause 8, no variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.

10.4 This Option is not intended to be an award made under the Company’s 2012 Share Incentive Plan (for United States Service Providers). This Option, however, is intended to qualify under an applicable federal and state securities law exemption.

10.5 This agreement shall be binding upon each party’s successors and assigns and personal representatives (as the case may be) but except as expressly provided herein none of the rights of the parties under this agreement may be assigned or transferred.

10.6 The Executive understands and acknowledges that if the Option is exercised prior to a Listing, the Executive shall, as a condition of the Option exercise, enter into the Subscription Agreement which will require the Executive, among other things, to make certain representations to the Company with respect to the Shares acquired upon the exercise of the Option. The Executive shall be required to:

10.6.1 confirm, warrant and undertake that he is acquiring the Shares on his own behalf for investment purposes and not for re-sale;

10.6.2 confirm, warrant and undertake that in deciding to purchase the Shares, he has made his own assessment of the risks and opportunities involved and has not relied upon any warranty, representation, or inducement from any person;

10.6.3 acknowledge that there may be adverse tax consequences upon the purchase and the disposition of the Shares, and the Executive has been advised by the Company to consult a tax adviser prior to such purchase or disposition. The Executive shall further acknowledge that the Executive is not relying on the Company or its counsel for tax advice regarding the Executive’s purchase or disposition of the Shares or the tax consequences to the Executive of the agreement;

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10.6.4 agree and acknowledge that the Shares have not been registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory agency administering any state securities laws, and that, notwithstanding any other provision of this agreement to the contrary, the purchase of any Shares is expressly conditioned upon compliance with the Securities Act and all applicable state securities laws. The Executive shall agree to cooperate with the Company to ensure compliance with such laws;

10.6.5 agree that he may not transfer any of the Shares unless such Shares are registered under the Securities Act or qualified under applicable state securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. The Executive shall acknowledge that (a) only the Company may file a registration statement with the SEC and that the Company is under no obligation to do so with respect to the Shares, (b) exemptions from registration and qualification may not be available or may not permit the Executive to transfer all or any of the Shares in the amounts or at the times proposed by the Executive and (c) that the Subscription Agreement imposes additional restrictions on the transfer of the Shares;

10.6.6 acknowledge that he has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition that the Executive reasonably considers important to making the decision to purchase the Shares, and the Executive has had ample opportunity to ask questions of the Company’s representatives concerning such matters and the investment;

10.6.7 acknowledge that he is fully aware of: (a) the highly speculative nature of the investment in the Shares; (b) the financial hazards involved; (c) the lack of liquidity of the Shares and the restrictions on transferability of the Shares (e.g., that the Executive may not be able to sell or dispose of the Shares or use them as collateral for loans); (d) the qualifications and backgrounds of the management of the Company; and (e) the tax consequences of investment in, and disposition of, the Shares;

10.6.8 acknowledge that at no time was he presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Shares; and

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10.6.9 acknowledge and agree that he has been advised that SEC Rule 144 promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of six (6) months, and in certain cases one (1) year, after they have been purchased and paid for (within the meaning of Rule 144), subject to the lengthier market standoff agreement contained in Clause 9.1 or any other agreement entered into by the Executive. The Executive shall acknowledge that he understands that Rule 144 may indefinitely restrict the transfer of the Shares so long as the Executive remains an “affiliate” of the Company or if “current public information” about the Company (as defined in Rule 144) is not publicly available.

10.7 Notwithstanding any other provision of this agreement:

10.7.1 this agreement shall not form part of any contract of employment or office between the Company or any other member of the Group and the Executive and the rights and obligations of the Executive under the terms of his office or employment with the Company or any other member of the Group shall not be affected by this agreement and this agreement shall afford the Executive no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever;

10.7.2 this agreement shall not confer on the Executive any legal or equitable rights (other than those constituting the Option) against the Company or any other member of the Group directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any other member of the Group; and

10.7.3 the Executive shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being unable to exercise the Option in consequence of the loss or termination of his office or employment with the Company or any other member of the Group for any reason whatsoever.

10.8 Any notice or other communication under or in connection with this agreement may be given:

10.8.1 by personal delivery or by sending the same by post, to the Executive at his last known address, or to the address of the place of business at which he performs the whole or substantially the whole of his duties of his office or employment, and to the Company at its registered office and where a notice

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or other communication is given by post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped; or

10.8.2 to the Executive by electronic communication to his usual business address or to such other address for the time being notified for that purpose to the person giving the notice.

10.9 This agreement constitutes the whole agreement between the parties hereto. The Executive agrees that in entering into this agreement he does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding other than as set out in this agreement. The only remedy available to the Executive in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of this agreement. Nothing in this sub-clause shall operate to exclude liability for fraud.

10.10 The Executive shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction in order to permit the grant or exercise of the Option. Neither the Company nor any other member of the Group shall be responsible for any failure by the Executive to obtain any such consent or for any tax or other liability to which the Executive may become subject as a result of his exercise of the Option.

10.11 After exercise of the Option and issuance or transfer of the Option Shares, the Executive shall become bound by the provisions of the Articles (a copy of which is appended to and forms part of this agreement) and in particular in relation to the provisions relating to the transfer of shares which are contained in the Articles.

10.12 The Executive consents that the Company shall collect and process his/her personal data for the purposes set out in this agreement and in terms of the Data Protection Act (Cap. 440 of the Laws of Malta) or similar laws in other applicable jurisdictions. The Executive further consents to the processing and release of the information contained herein by the Company (including, but without prejudice to the generality of the foregoing, such person’s name, address, age and salary details) to any other members of the Group or any third parties in connection with the administration of this Option or for the purpose of complying with any legal obligations. To the extent required by law, the Executive has the right to access data which the Company holds about him, and, where applicable, the right to ask for a rectification or erasure of such data.

10.13 This deed may be executed in any number of counterparts each of which shall constitute an original but all of which shall constitute one and the same instrument.

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10.14 A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that any person which is obliged to account for any Tax Liability shall be entitled to enforce Clause 4 and that any holding company of the Company (from time to time) may enforce any of the provisions of this agreement (“holding company” having the meaning given in section 1159 Companies Act 2006 for this purpose (but, for the purposes of section 1159(1) of the Companies Act 2006, a company shall be treated as a member of another company if any shares in that other company are registered in the name of either (a) a person by way of security (where the company has provided the security) or (b) a person as nominee for the company)). This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. The Company may assign any of its rights under this agreement.

10.15 This agreement (including the power of attorney granted hereunder) shall be interpreted and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this agreement.

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IN WITNESS whereof the parties have executed this agreement as a Deed on the date set out above.

EXECUTED AS A DEED by	)
MIDASPLAYER INTERNATIONAL	)
HOLDING COMPANY P.L.C.	)
acting by a director in the presence	)
of a witness:-	)
		Director

Witness’ Signature:
Witness’ Name:
Witness’ Address:	King,10th Floor, Central St Giles
	1 St Giles High Street, London WC2H 8AG
Witness’ Occupation:	Solicitor

EXECUTED AS A DEED by	)
[—]	)
in the presence of:-	)

Witness’ Signature:
Witness’ Name:
Witness’ Address:	King,10th Floor, Central St Giles
	1 St Giles High Street, London WC2H 8AG
Witness’ Occupation:	Solicitor

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Schedule 1

General Vesting

For the purposes of this agreement:

1. [one quarter] of the Option Shares shall vest [12] months after the Effective Date;

2. a further [one twelfth] of the balance of the Option Shares shall vest [15] months after the Effective Date with an additional [one twelfth] vesting after each [3] month period thereafter (with the intent that 100% of the Option Shares will have vested [48] months after the Effective Date);

and the Option shall be exercisable at any time after the date it has first vested (to the extent vested).

Notwithstanding any of the above:

(a) no Option Shares shall vest after the date on which the Executive ceases to be employed by (or a director of) the Company or any member of the Group unless the Board (having obtained the consent of the Investor Director) determines otherwise; and

(b) no Option Shares shall vest after the date of a Sale (save to the extent the Board, having obtained the consent of the Investor Director, determines otherwise);

and the Option shall lapse immediately with respect to those Option Shares that shall not vest.

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Appendix: Articles of Association of the Company

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EX-10.14

Exhibit 10.14

MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED

AND

[NAME]

INDIVIDUAL OPTION AGREEMENT

UNDER SCHEDULE 5 INCOME TAX

(EARNINGS AND PENSIONS) ACT 2003

(ENTERPRISE MANAGEMENT INCENTIVE)

Note: Exercise of the option on an exit is only permitted to the extent the option has vested

CONTENTS

1       DEFINITIONS	1
2       GRANT OF OPTION	5
3       MANNER OF EXERCISE OF OPTIONS	6
4       TAKEOVERS AND LIQUIDATIONS	8
5       VARIATION OF SHARE CAPITAL	10
6       DISQUALIFYING EVENTS	10
7       FURTHER ASSURANCE	11
8       MISCELLANEOUS	11

OPTION AGREEMENT pursuant to Section 527 and Schedule 5 Income Tax (Earnings and Pensions) Act 2003

DATED         [DATE]

BETWEEN:

(1) MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED, company number C40465, a private limited company whose registered office is at 125/14, The Strand, Gzira, GZR 1027, Malta (the “Company”).

(2) [NAME & ADDRESS] (the “Executive”),

RECITALS

(A) The Executive is a key employee within the Group and is an Eligible Employee (as defined below).

(B) The Option is desired to take effect as a “qualifying option” within the meaning of paragraph 1 of Schedule 5.

1 DEFINITIONS

1.1 In this agreement the following words and expressions shall have the following meanings:-

“Acquiring Company”

means a company which acquires shares in the capital of the Company pursuant to a Sale;

“Articles”

means the articles of association of the Company;

“Asset Sale”

means the disposal by any one or more members of the Group of assets (whether together with associated liabilities or otherwise and as part of an undertaking or otherwise) which represent 50% or more (by book value) of the consolidated gross assets of the Group at that time;

“Auditors”

means the auditors for the time being of the Company (acting as experts and not as arbitrators);

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“Board”

means the board of directors of the Company or a duly constituted committee thereof;

“Business Day”

means any day other than a Saturday, Sunday or a day which, by law, is a bank or legal holiday in England. The Business Day shall be deemed to begin at 9am and end at 5pm London time;

“Date of Exercise”

means the date on which the Company receives both the written notice and any payment (if required) referred to in Clause 3.1;

“Disqualifying Event”

means an event defined as a disqualifying event in sections 534 to 536 of ITEPA;

“Disqualifying Event Exercise Period”

means the period of 40 days from the occurrence of a Disqualifying Event (as set out in section 532 of ITEPA) during which the Executive must exercise the option in order to benefit from the provisions relating to income tax set out in sections 529 to 531 of such Act;

“Disqualifying Event Tax Liability”

means the amount of employers’ national insurance contributions (or any similar social security contributions) that would, in the absence of agreement to the contrary, be payable by the Company or other member of the Group upon or as a result of the exercise of the Option;

“Eligible Employee”

means any individual who satisfies the requirements of Part 4 of Schedule 5;

“Exercise Price”

means the sum of €0.000149 per Option Share, adjusted if appropriate pursuant to Clause 5;

“Effective Date”

[DATE]

“Good Leaver”

means the Executive ceasing to be an employee of any member of the Group:

1. as a result of his death, permanent incapacity due to ill health or retirement in accordance with his contract of employment; or

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2. due to dismissal of the Executive by the Company or any member of the Group without notice or payment in lieu in circumstances where the Company or other member of the Group is not entitled to summarily dismiss;

3. in circumstances where the Board determines (subject to the Investor Director (as such term is defined in the Articles) voting in favour of such determination) in its absolute discretion the Executive to be a Good Leaver;

“Group”

has the meaning given in the Articles and “member of the Group” shall be construed accordingly;

“HMRC”

means HM Revenue & Customs (or any other taxation authority in any other jurisdiction);

“Investor Director”

has the meaning given in the Articles;

“ITEPA”

means the Income Tax (Earnings and Pensions) Act 2003;

“Liquidation”

whether voluntary or compulsory, means the passing of a resolution for the winding-up of the Company;

“Listing”

means :

(a) the admission of all or any of the shares in the capital of the Company to trading on a market for listed securities designated by the Financial Markets Act (Cap. 345 of the laws of Malta) as a Recognized Investment Exchange (as defined in the Articles), together with the admission of such shares to the relative Official List (as defined in the Articles); or

(b) if the Investors (as defined in the Articles) in their absolute discretion so determine, the admission of such shares to, or to trading on, any other market wherever situated together, if necessary, with the admission of such shares to listing on any official or otherwise prescribed list maintained by a competent or otherwise prescribed listing authority;

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“Market Value”

means on any day the market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 or, if the Shares are quoted on the Official List of the London Stock Exchange PLC, the average of the middle market quotations of a Share as derived from the Daily Official List for the three immediately preceding dealing days;

“Option”

means the right to acquire Shares granted under this agreement;

“Option Shares”

means the [AMOUNT] Shares which are the subject of the Option;

“Qualifying Company”

means a company which satisfies the requirements of part 3 of Schedule 5;

“Qualifying Option”

means an option to acquire Shares which at the time it was granted meets the requirements of Schedule 5 and of which notice is given (in the form required or authorised by HMRC) to HMRC within 92 days after the date on which it is granted;

“Qualifying Subsidiary”

has the meaning set out in paragraph 11 of Schedule 5;

“Sale”

means the completion of any transaction or series of transactions whereby any person or Connected Persons (as defined in the Articles) or group of persons Acting in Concert (as defined in the Articles) purchases or otherwise acquires or obtains more than 50 per cent. in nominal value of the A Ordinary Shares, B Ordinary Shares and C Ordinary Shares (as such terms are defined in the Articles) in issue from time to time, save that:

(a) it shall not constitute a Sale if a person or group of persons acquires more than 50 per cent. in nominal value of such A Ordinary Shares, B Ordinary Shares and C Ordinary Shares by virtue of a reduction in the Company’s share capital; and

(b) unless the Board (and the Investor Director) determine otherwise, it shall not constitute a Sale where the person or Connected Persons or group of persons referred to above are (in the reasonable opinion of the Board) Apax entities;

“Schedule 5”

means Schedule 5 to ITEPA;

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“Share”

means an ordinary “D1” share of €0.000149 in the capital of the Company (or such other nominal value as may be determined by the Company in general meeting from time to time) which satisfies the conditions specified in paragraph 35 of Schedule 5;

“Tax Liability”

the amount of income tax and/or social security contributions (or any similar taxes in a jurisdiction other than the United Kingdom) which the Company or other member of the Group or any other person would be required to account for to HMRC (a) as a consequence of the Executive exercising the Option or acquiring Shares pursuant to such exercise and (b) on any gain realised or deemed to have been realised by the Executive on the occurrence of a chargeable event (as defined in section 477 of ITEPA) in respect of that Option, but excluding all employers’ national insurance contributions that would, in the absence of agreement to the contrary, be payable by the Company or other member of the Group upon or as a result of the exercise of the Option.

1.2 So far as not inconsistent with the context:-

(i) Any reference herein to any enactment shall be construed as a reference to that enactment as for the time being amended or re-enacted.

(ii) All references to the masculine gender shall be deemed also to be references to the feminine gender and all references to the singular include the plural and vice versa.

(iii) All references to clauses or sub-clauses are unless the context otherwise requires to clauses or sub-clauses of this agreement.

(iv) The headings to clauses of this agreement are for convenience only and have no legal effect.

2 GRANT OF OPTION

2.1 The Company hereby grants to the Executive the right, upon the terms and subject to the conditions of this agreement exercisable to the extent that the Option has vested in accordance with, and on the dates specified in, schedule 1, to purchase the Option Shares for the Exercise Price.

2.2 The Option is granted on the date of this agreement under the provisions of Schedule 5.

2.3 The Option may be exercised in whole or in part, and if exercised in part the Option shall remain exercisable in respect of the remaining Option Shares on the same terms hereof.

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2.4 The Option is personal to the Executive. It may not be transferred, assigned or charged or otherwise alienated and any purported transfer, assignment, charge or other alienation shall cause the Option to lapse forthwith. The Option may be surrendered at any time by the Executive.

2.5 Subject to this agreement an Option which has not lapsed may be exercised in whole or in part to the extent that it has vested in accordance with, and on the dates specified in, Schedule 1.

2.6 An Option shall lapse automatically in so far as it has not been exercised on the earliest of:-

2.6.1 the tenth anniversary of the date of this agreement;

2.6.2 twelve months after the date of the Executive’s death;

2.6.3 unless the Company otherwise decides (it being able to impose such conditions as it sees fit in the event that it exercises its discretion in this regard), 40 days after the Option has become exercisable in accordance with Clause 4;

2.6.4 the Executive being adjudicated bankrupt;

2.6.5 forthwith upon the Executive ceasing to be an Eligible Employee other than in circumstances where the employee is a Good Leaver;

2.6.6 the date falling 40 days after the Executive ceases to be an Eligible Employee in circumstances where the employee is a Good Leaver.

2.7 The Executive shall, no later than 80 days following the date of this agreement, execute a declaration to the effect that he meets the requirements of paragraph 27 of Schedule 5 in relation to the Option and if the Executive fails to do so the Board may in its discretion deem that the Option has never been granted.

3 MANNER OF EXERCISE OF OPTIONS

3.1 To the extent that the Option has vested pursuant to schedule 1, the Option shall be exercisable on the dates specified in schedule 1 (in whole or in part) by the Executive, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which (s)he wishes to exercise the Option accompanied by the appropriate payment of the total Exercise Price (save to the extent that the Executive has made other arrangements for the payment of the total Exercise Price which are satisfactory to the Company) and, if required by the Company, the Tax Liability due under Clause 3.4.

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3.2 Shares shall be issued pursuant to a notice of exercise within 30 days of the Date of Exercise.

3.3 Where the Option is exercised only in part the balance shall remain exercisable on the same terms as originally applied to the whole Option.

3.4 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:-

3.4.1 the Company or other member of the Group is able to deduct an amount equal to the whole of the Tax Liability from the Executive’s net pay for the next pay period; or

3.4.2 the Executive has paid to the Company or other member of the Group an amount equal to the Tax Liability; or

3.4.3 the sum of the amount that the Executive has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Executive’s net pay for the next pay period is equal to or more than the Tax Liability; or

3.4.4 the Executive authorises the Company or other member of the Group to withhold from the Option Shares (in respect of which a notice of exercise has been submitted in accordance with Clause 3.1) such number of shares as the Board considers necessary to dispose of in order to raise an amount equal to the Tax Liability; or

3.4.5 the Executive enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company.

3.5 The Executive shall at any time upon request to join in with the Company or any other member of the Group or any other person in making any election or notice reasonably required by the Company or other member of the Group or other person (as applicable) for the purpose of ensuring that the liability for all employer’s National Insurance Contributions (or any similar social security contributions) arising (a) as a consequence of the exercise of any Option or the acquisition of Shares pursuant to such exercise and (b) on any gain realised or deemed to have been realised by the Executive on the occurrence of a chargeable event (as defined in section 477 of ITEPA) in respect of that Option is assumed and borne solely by the Executive and treated for all purposes as a liability falling on the Executive instead of on the Company or other member of the Group or other person (as applicable) and in

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entering into any arrangements required by HMRC for securing that any liability so assumed is duly paid by the Executive. The Executive shall not be required to enter into any election or notice pursuant to this Clause in the event that he enters into such other arrangements with the Company, any member of the Group or any other person (as applicable) that are satisfactory to the Company, any member of the Group or any other person (as applicable) to discharge any liability referred to in this Clause.

3.6 The Executive agrees that if requested to do so by the Board he shall immediately upon exercise of the Option enter into an irrevocable joint election with his employing company pursuant to section 431 of ITEPA in a form specified by the Board that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPA) and sections 425 to 430 of ITEPA are not to apply to such Shares.

4 TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS

4.1 Sale or Asset Sale

4.1.1 In the event that a Sale or an Asset Sale takes place, the Option may be exercised within 40 days of such Sale or Asset Sale (as applicable) occurring (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

4.1.2 In the event that the Board becomes aware that an offer has been made which, if completed, would lead to this Option becoming exerciseable under Clause 4.1.1 above, it may at its absolute discretion resolve that this Option becomes exercisable under clause 4.1.1 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1) within such period as is determined by the Board (prior to any Sale or Asset Sale as mentioned in clause 4.1.1) and, in the event that the Option is not exercised during this period, it shall lapse in full at the end of such period (notwithstanding any other provision of this agreement).

4.2 Listing

4.2.1 An Option may be exercised on or following a Listing in accordance with Clause 4.2.2 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

4.2.2 As soon as the Board has become aware that firm negotiations have been entered into or firm proposals have been made for the Listing, the Board may notify the Executive that such negotiations or proposals have been entered

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into or made. Within one week of such notification, the Executive may exercise the Option (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1). The Board may specify in the notification that the exercise of the Option under this Clause 4.2.2 shall be conditional upon completion of the Listing (and for the purposes of this Clause 4.2, “completion” in relation to a Listing shall be the admission or granting of permission referred to in the definition of “Listing”) and in such a case, in the event that the Listing does not proceed, the notice of exercise shall be deemed never to have been served.

4.3 Exchange of Options

4.3.1 In the event that a Sale takes place, the Executive may at any time within six months of the Sale by agreement with the Acquiring Company release his rights under the Option (in this Clause referred to as “the old rights”) in consideration for the grant to him of rights (in this Clause referred to as “the new rights”) which are equivalent to the old rights but relate to shares in a different company.

4.3.2 The new rights referred to in Clause 4.3.1 above shall not be regarded for the purposes of this Clause 4 as equivalent to the old rights unless:-

4.3.2.1 the new rights are granted to the Executive by reason of his employment with the Acquiring Company or any of its 51% subsidiaries;

4.3.2.2 at the time of the release of the old rights the requirements of part 6 of Schedule 5 are met in relation to the new rights;

4.3.2.3 at that time:

4.3.2.3.1 the independence requirement in paragraph 9 of Schedule 5 and the trading activities requirement in paragraph 13 or 14 of Schedule 5 are met in relation to the Acquiring Company;

4.3.2.3.2 the Executive is an Eligible Employee in relation to the Acquiring Company;

4.3.2.3.3 the requirements of part 2 of Schedule 5 are met in relation to the new rights;

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4.3.2.4 the total Market Value of the Shares immediately before the release of the Executive’s old rights is substantially equivalent to the total Market Value of the shares (which are the subject of the new rights) immediately after the grant of the new rights to the Executive; and

4.3.2.5 the total amount payable by the Executive for the acquisition of shares in pursuance of the new rights is substantially equivalent to the total amount that would be payable for the acquisition of Shares in pursuance of the old rights.

4.4 Liquidation

4.4.1 If the Company passes an effective resolution for voluntary winding up of the Company, the Option may be exercised until the commencement of such winding up (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

4.5 Where any new rights are granted pursuant to this Clause 4 this agreement shall in relation to the new rights be construed as if references to the Company and to the Shares were references to the Acquiring Company or as the case may be to the company in whose shares the new rights relate and to the shares of the Acquiring Company or of the other company in whose shares the new rights relate.

5 VARIATION OF SHARE CAPITAL

5.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, the limit on the number of Shares available under the Option, the number and nominal amount of Shares subject to the Option and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted by the Company subject to the written confirmation by the Auditors that in their opinion such adjustment is fair and reasonable and to the prior agreement of HMRC PROVIDED THAT:-

5.1.1 the aggregate amount payable on the exercise of an Option in full is not increased; and

5.1.2 the Exercise Price for a Share is not reduced below its nominal value.

6 DISQUALIFYING EVENTS

6.1 In the event that the Company becomes aware of the occurrence of a Disqualifying Event, the Company shall as soon as is reasonably practicable following such occurrence use its reasonable endeavours to notify the Executive of such occurrence and the date such occurrence took place.

10

6.2 In addition to the Tax Liability under Clause 3.4, the Executive shall also be liable for the Disqualifying Event Tax Liability in the event that the Executive exercises the option after the expiry of the Disqualifying Event Exercise Period where the Company had previously notified the Executive of a Disqualifying Event within 14 days of the commencement of the Disqualifying Event Exercise Period.

6.3 If the Executive is liable to pay the Disqualifying Event Tax Liability then the Executive shall at any time upon request join in with the Company or any other member of the Group or any other person in making any election or notice reasonably required by the Company, any other member of the Group or any other person (as applicable) for the purpose of ensuring that the liability for all employer’s national insurance contributions (or any similar social security contribution) arising on the exercise of any Option is assumed and borne solely by the Executive and treated for all purposes as a liability falling on the Executive instead of on the Company or other member of the Group or other person (as applicable) and in entering into any arrangements required by HMRC for securing that any liability so assumed is duly paid by the Executive. The Executive shall not be required to enter into any election or notice pursuant to this Clause in the event that he enters into such other arrangements with the Company, any member of the Group or any other person (as applicable) that are satisfactory to the Company, any member of the Group or any other person (as applicable) to discharge any liability referred to in this Clause.

7 FURTHER ASSURANCE

7.1 The Executive agrees and undertakes to do, sign and execute all such acts, deeds, documents or things as may be reasonably required by the Company for the purposes of ensuring that the Option remains a “Qualifying Option” within the meaning of Schedule 5 and to join with the Company or any other member of the Group in giving notice to HMRC as required in accordance with paragraph 44 of that Schedule.

8 MISCELLANEOUS

8.1 This agreement shall be binding upon each party’s successors and assigns and personal representatives (as the case may be) but except as expressly provided above none of the rights of the parties under this agreement may be assigned or transferred.

11

8.2 Notwithstanding any other provision of this agreement:

8.2.1 this agreement shall not form part of any contract of employment between the Company or any other member of the Group and the Executive and the rights and obligations of the Executive under the terms of his office or employment with the Company or any other member of the Group shall not be affected by this agreement and this agreement shall afford the Executive no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever; and

8.2.2 this agreement shall not confer on the Executive any legal or equitable rights (other than those constituting the Option) against the Company or any other member of the Group directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any other member of the Group; and

8.2.3 the Executive shall not be entitled to any compensation or damages for any loss or potential loss which (s)he may suffer by reason of being unable to exercise the Option in consequence of the loss or termination of his office or employment with the Company or any other member of the Group for any reason whatsoever.

8.3 Any notice, demand, proceeding or other communication to be given, made or served hereunder or by reference hereto shall be in writing and:

8.3.1 sent by first class prepaid or registered mail;

8.3.2 delivered personally; or

8.3.3 transmitted by telefacsimile (but not, for the avoidance of doubt, electronic mail), to the party to be served at the addresses hereinbefore given (or at such other address or addresses within the United Kingdom from time to time notified in writing by or on behalf of any such party or parties to the party serving the same).

8.4 Any such notice, demand, proceedings or other communication given, made or served pursuant to sub-clause 8.3 above shall be deemed to have been received and effectively served:-

8.4.1 upon the day of delivery or transmission if delivered by telefacsimile before the end of a Business Day; or

8.4.2 on the next following Business Day if sent by first class prepaid or registered mail or if transmitted by telefacsimile or delivered personally after the end of a Business Day or on any other day not being a Business Day.

8.5 This Deed constitutes the whole agreement between the parties hereto.

8.6 The Company and any other member of the Group shall make such disclosure of the grant of this Option to HMRC as may be required from time to time under Schedule 5 or otherwise.

8.7 The Executive shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction in order to permit the grant or exercise of the Option. Neither the Company nor any or other member of the Group shall be responsible for any failure by the Executive to obtain any such consent or for any tax or other liability to which the Executive may become subject as a result of his exercise of the Option.

8.8 After exercise of the Option and transfer of the Option Shares, the Executive shall become bound by the provisions of the Articles of Association (as amended from time to time) of the Company (a copy of which is appended to and forms part of this agreement) and in particular in relation to the provisions relating to the transfer of shares which are contained in the Articles of Association.

8.9 This agreement may be unilaterally varied by the Board in such manner as the Board shall determine in order to ensure that the Option constitutes a Qualifying Option.

8.10 The Company and any other member of the Group may pass personal information about the Executive (including, but without prejudice to the generality of the foregoing, such person’s name, address, age and salary details) to third parties in connection with the administration of this Option or for the purpose of complying with any legal obligations.

8.11 This deed may be executed in any number of counterparts each of which shall constitute an original but all of which shall constitute one and the same instrument.

8.12 A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that any person which is obliged to account for any Tax Liability (including any employer’s national insurance contributions or similar in any other jurisdiction other than the United Kingdom) shall be entitled to enforce clause 3. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

8.13 This agreement shall be interpreted and construed in accordance with the laws of England and Wales and any dispute arising in connection with this agreement will be brought before the Courts of England and Wales.

IN WITNESS whereof the parties have executed this Agreement as a Deed on the date set out above.

EXECUTED AS A DEED by	)
MIDASPLAYER INTERNATIONAL	)
HOLDING COMPANY LIMITED	)
acting by:-	)
		Director
		Director/Secretary
EXECUTED AS A DEED by	)
[NAME]	)
in the presence of:-	)

Witness’ Signature:

Witness’ Name:

Witness’ Address:

Witness’ Occupation:

Schedule 1

Appendix: Articles of Association of the Company

MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED

AND

[NAME]

INDIVIDUAL OPTION AGREEMENT

Note: Exercise of the option on an exit is only permitted to the extent the option has vested

CONTENTS

1       DEFINITIONS	1
2       GRANT OF OPTION	5
3       MANNER OF EXERCISE OF OPTIONS	7
4       TAKEOVERS AND LIQUIDATIONS	8
5       VARIATION OF SHARE CAPITAL	11
6       MISCELLANEOUS	12

OPTION AGREEMENT DATED        [DATE]

BETWEEN:

(1) MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED, company number C40465, a private limited company whose registered office is at 125/14, The Strand, Gzira, GZR 1027, Malta (the “Company”) and;

(2) [NAME] of [UK ADDRESS] (the “Executive”).

RECITALS

(A) The Executive is a key employee within the Group at the date of this agreement.

(B) The Company wishes to grant to the Executive an option to acquire Shares (as defined in this agreement) upon and subject to the terms of this agreement.

1 DEFINITIONS

1.1 In this agreement the following words and expressions shall have the following meanings:-

“Acquiring Company”

means a company which acquires shares in the capital of the Company pursuant to a Sale;

“Articles”

means the articles of association of the Company;

“Asset Sale”

means the disposal by any one or more members of the Group of assets (whether together with associated liabilities or otherwise and as part of an undertaking or otherwise) which represent 50% or more (by book value) of the consolidated gross assets of the Group at that time;

“Auditors”

means the auditors for the time being of the Company (acting as experts and not as arbitrators);

“Board”

means the board of directors of the Company or a duly constituted committee thereof;

“Business Day”

means any day other than a Saturday, Sunday or a day which, by law, is a bank or legal holiday in England. The Business Day shall be deemed to begin at 9am and end at 5pm London time;

“Date of Exercise”

means the date on which the Company receives both the written notice and any payment (if required) referred to in Clause 3.1;

“Eligible Employee”

means any individual who is an employee of a member of the Group;

“Exercise Price”

means the sum of [AMOUNT] per Option Share, adjusted if appropriate pursuant to Clause 5;

“Effective Date”

[DATE]

“Good Leaver”

means the Executive ceasing to be an employee of any member of the Group:

1. as a result of his death, permanent incapacity due to ill health or retirement in accordance with his contract of employment; or

2. due to dismissal of the Executive by the Company or any member of the Group without notice or payment in lieu in circumstances where the Company or other member of the Group is not entitled to summarily dismiss;

3. in circumstances where the Board determines (subject to the Investor Director (as such term is defined in the Articles) voting in favour of such determination) in its absolute discretion the Executive to be a Good Leaver;

“Group”

has the meaning given in the Articles and “member of the Group” shall be construed accordingly;

“HMRC”

means HM Revenue & Customs (or any other taxation authority in any other jurisdiction);

“Investor Director”

has the meaning given in the Articles;

“ITEPA”

means the Income Tax (Earnings and Pensions) Act 2003;

“Liquidation”

whether voluntary or compulsory, means the passing of a resolution for the winding-up of the Company;

“Listing”

means :

(a) the admission of all or any of the shares in the capital of the Company to trading on a market for listed securities designated by the Financial Markets Act (Cap. 345 of the laws of Malta) as a Recognized Investment Exchange (as defined in the Articles), together with the admission of such shares to the relative Official List (as defined in the Articles); or

(b) if the Investors (as defined in the Articles) in their absolute discretion so determine, the admission of such shares to, or to trading on, any other market wherever situated together, if necessary, with the admission of such shares to listing on any official or otherwise prescribed list maintained by a competent or otherwise prescribed listing authority;

“Market Value”

means on any day the market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 or, if the Shares are quoted on the Official List of the London Stock Exchange PLC, the average of the middle market quotations of a Share as derived from the Daily Official List for the three immediately preceding dealing days;

“Option”

means the right to acquire Shares granted under this agreement;

“Option Shares”

means the [AMOUNT] Shares which are the subject of the Option;

“Sale”

means the completion of any transaction or series of transactions whereby any person or Connected Persons (as defined in the Articles) or group of persons Acting in Concert (as defined in the Articles) purchases or otherwise acquires or obtains more than 50 per cent. in nominal value of the A Ordinary Shares, B Ordinary Shares and C Ordinary Shares (as such terms are defined in the Articles) in issue from time to time, save that:

(a) it shall not constitute a Sale if a person or group of persons acquires more than 50 per cent. in nominal value of such A Ordinary Shares, B Ordinary Shares and C Ordinary Shares by virtue of a reduction in the Company’s share capital; and

(b) unless the Board (and the Investor Director) determine otherwise, it shall not constitute a Sale where the person or Connected Persons or group of persons referred to above are (in the reasonable opinion of the Board) Apax entities;

“Share”

means an ordinary “D1” share of €0.000149 in the capital of the Company (or such other nominal value as may be determined by the Company in general meeting from time to time) ;

“Tax Liability”

the amount of income tax and/or social security contributions (or any similar taxes in a jurisdiction other than the United Kingdom) which the Company or other member of the Group or any other person would be required to account for to HMRC (a) as a consequence of the Executive exercising the Option or acquiring Shares pursuant to such exercise and (b) on any gain realised or deemed to have been realised by the Executive on the occurrence of a chargeable event (as defined in section 477 of ITEPA) in respect of that Option, but excluding all employers’ national insurance contributions that would, in the absence of agreement to the contrary, be payable by the Company or other member of the Group upon or as a result of the exercise of the Option.

1.2 So far as not inconsistent with the context:-

(i) Any reference herein to any enactment shall be construed as a reference to that enactment as for the time being amended or re-enacted.

(ii) All references to the masculine gender shall be deemed also to be references to the feminine gender and all references to the singular include the plural and vice versa.

(iii) All references to clauses or sub-clauses are unless the context otherwise requires to clauses or sub-clauses of this agreement.

(iv) The headings to clauses of this agreement are for convenience only and have no legal effect.

2 GRANT OF OPTION

2.1 The Company hereby grants to the Executive the right, upon the terms and subject to the conditions of this agreement exercisable to the extent that the Option has vested in accordance with, and on the dates specified in, schedule 1, to purchase the Option Shares for the Exercise Price.

2.2 The Option is granted on the Effective Date of this agreement.

2.3 The Option may be exercised in whole or in part, and if exercised in part the Option shall remain exercisable in respect of the remaining Option Shares on the same terms hereof.

2.4 The Option is personal to the Executive. It may not be transferred, assigned or charged or otherwise alienated and any purported transfer, assignment, charge or other alienation shall cause the Option to lapse forthwith. The Option may be surrendered at any time by the Executive.

2.5 Subject to this agreement an Option which has not lapsed may be exercised in whole or in part to the extent that it has vested in accordance with, and on the dates specified in, Schedule 1.

2.6 An Option shall lapse automatically in so far as it has not been exercised on the earliest of:-

2.6.1 the tenth anniversary of the date of this agreement;

2.6.2 twelve months after the date of the Executive’s death;

2.6.3 unless the Company otherwise decides (it being able to impose such conditions as it sees fit in the event that it exercises its discretion in this regard), 40 days after the Option has become exercisable in accordance with Clause 4;

2.6.4 the Executive being adjudicated bankrupt;

2.6.5 forthwith upon the Executive ceasing to be an Eligible Employee other than in circumstances where the employee is a Good Leaver;

2.6.6 the date falling 40 days after the Executive ceases to be an Eligible Employee in circumstances where the employee is a Good Leaver.

3 MANNER OF EXERCISE OF OPTIONS

3.1 To the extent that the Option has vested pursuant to schedule 1, the Option shall be exercisable on the dates specified in schedule 1 (in whole or in part) by the Executive, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which (s)he wishes to

exercise the Option accompanied by the appropriate payment of the total Exercise Price (save to the extent that the Executive has made other arrangements for the payment of the total Exercise Price which are satisfactory to the Company) and, if required by the Company, the Tax Liability due under Clause 3.4.

3.2 Shares shall be issued pursuant to a notice of exercise within 30 days of the Date of Exercise.

3.3 Where the Option is exercised only in part the balance shall remain exercisable on the same terms as originally applied to the whole Option.

3.4 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:-

3.4.1 the Company or other member of the Group is able to deduct an amount equal to the whole of the Tax Liability from the Executive’s net pay for the next pay period; or

3.4.2 the Executive has paid to the Company or other member of the Group an amount equal to the Tax Liability; or

3.4.3 the sum of the amount that the Executive has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Executive’s net pay for the next pay period is equal to or more than the Tax Liability; or

3.4.4 the Executive enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company.

3.5 The Executive shall at any time upon request to join in with the Company or any other member of the Group or any other person in making any election or notice reasonably required by the Company or other member of the Group or other person (as applicable) for the purpose of ensuring that the liability for all employer’s National Insurance Contributions (or any similar social security contributions) arising (a) as a consequence of the exercise of any Option or the acquisition of Shares pursuant to such exercise and (b) on any gain realised or deemed to have been realised by the Executive on the occurrence of a chargeable event (as defined in section 477 of ITEPA) in respect of that Option is assumed and borne solely by the Executive and treated for all purposes as a liability falling on the Executive instead of on the Company or other member of the Group or other person (as applicable) and in entering into any arrangements required by HMRC for securing that any liability so

assumed is duly paid by the Executive. The Executive shall not be required to enter into any election or notice pursuant to this Clause in the event that he enters into such other arrangements with the Company, any member of the Group or any other person (as applicable) that are satisfactory to the Company, any member of the Group or any other person (as applicable) to discharge any liability referred to in this Clause.

3.6 The Executive agrees that if requested to do so by the Board he shall immediately upon exercise of the Option enter into an irrevocable joint election with his employing company pursuant to section 431 of ITEPA in a form specified by the Board that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPA) and sections 425 to 430 of ITEPA are not to apply to such Shares.

3.7 The Executive indemnifies the Company and each member of the Group against any Tax Liability and shall (on request) also indemnify them (to the extent permitted by law) against any employer’s National Insurance Contributions (or similar social security contributions) arising in the circumstances referred to in Clause 3.5.

4 TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS

4.1 Sale or Asset Sale

4.1.1 In the event that a Sale or an Asset Sale takes place, the Option may be exercised within 40 days of such Sale or Asset Sale (as applicable) occurring (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

4.1.2 In the event that the Board becomes aware that an offer has been made which, if completed, would lead to this Option becoming exerciseable under Clause 4.1.1 above, it may at its absolute discretion resolve that this Option becomes exercisable under clause 4.1.1 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1) within such period as is determined by the Board (prior to any Sale or Asset Sale as mentioned in clause 4.1.1) and, in the event that the Option is not exercised during this period, it shall lapse in full at the end of such period (notwithstanding any other provision of this agreement).

4.2 Listing

4.2.1 An Option may be exercised on or following a Listing in accordance with Clause 4.2.2 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

4.2.2 As soon as the Board has become aware that firm negotiations have been entered into or firm proposals have been made for the Listing, the Board may notify the Executive that such negotiations or proposals have been entered into or made. Within one week of such notification, the Executive may exercise the Option (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1). The Board may specify in the notification that the exercise of the Option under this Clause 4.2.2 shall be conditional upon completion of the Listing (and for the purposes of this Clause 4.2, “completion” in relation to a Listing shall be the admission or granting of permission referred to in the definition of “Listing”) and in such a case, in the event that the Listing does not proceed, the notice of exercise shall be deemed never to have been served.

4.3 Exchange of Options

4.3.1 In the event that a Sale takes place, the Executive may at any time within six months of the Sale by agreement with the Acquiring Company release his rights under the Option (in this Clause referred to as “the old rights”) in consideration for the grant to him of rights (in this Clause referred to as “the new rights”) which are equivalent to the old rights but relate to shares in a different company.

4.3.2 The new rights referred to in Clause 4.3.1 above shall not be regarded for the purposes of this Clause 4 as equivalent to the old rights unless

the new rights are granted to the Executive by reason of his employment with the Acquiring Company or any of its 51% subsidiaries;

4.3.2.1 the total Market Value of the Shares immediately before the release of the Executive’s old rights is substantially equivalent to the total Market Value of the shares (which are the subject of the new rights) immediately after the grant of the new rights to the Executive; and

4.3.2.2 the total amount payable by the Executive for the acquisition of shares in pursuance of the new rights is substantially equivalent to the total amount that would be payable for the acquisition of Shares in pursuance of the old rights.

4.4 Liquidation

4.4.1 If the Company passes an effective resolution for voluntary winding up of the Company, the Option may be exercised until the commencement of such winding up (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

4.5 Where any new rights are granted pursuant to this Clause 4 this agreement shall in relation to the new rights be construed as if references to the Company and to the Shares were references to the Acquiring Company or as the case may be to the company in whose shares the new rights relate and to the shares of the Acquiring Company or of the other company in whose shares the new rights relate.

5 VARIATION OF SHARE CAPITAL

5.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, the limit on the number of Shares available under the Option, the number, class and nominal amount of Shares subject to the Option (the definition of “Shares” being adjusted accordingly) and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted by the Company subject to the written confirmation by the Auditors that in their opinion such adjustment is fair and reasonable PROVIDED THAT:-

5.1.1 the aggregate amount payable on the exercise of an Option in full is not increased; and

5.1.2 the Exercise Price for a Share is not reduced below its nominal value.

6 MISCELLANEOUS

6.1 This agreement shall be binding upon each party’s successors and assigns and personal representatives (as the case may be) but except as expressly provided above none of the rights of the parties under this agreement may be assigned or transferred.

6.2 Notwithstanding any other provision of this agreement:

6.2.1 this agreement shall not form part of any contract of employment between the Company or any other member of the Group and the Executive and the rights and obligations of the Executive under the terms of his office or employment with the Company or any other member of the Group shall not be affected by this agreement and this agreement shall afford the Executive no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever; and

6.2.2 this agreement shall not confer on the Executive any legal or equitable rights (other than those constituting the Option) against the Company or any other member of the Group directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any other member of the Group; and

6.2.3 the Executive shall not be entitled to any compensation or damages for any loss or potential loss which (s) he may suffer by reason of being unable to exercise the Option in consequence of the loss or termination of his office or employment with the Company or any other member of the Group for any reason whatsoever.

6.3 Any notice, demand, proceeding or other communication to be given, made or served hereunder or by reference hereto shall be in writing and:

6.3.1 sent by first class prepaid or registered mail;

6.3.2 delivered personally; or

6.3.3 transmitted by telefacsimile (but not, for the avoidance of doubt, electronic mail),

to the party to be served at the addresses hereinbefore given (or at such other address or addresses within the United Kingdom from time to time notified in writing by or on behalf of any such party or parties to the party serving the same).

6.4 Any such notice, demand, proceedings or other communication given, made or served pursuant to sub-clause 6.3 above shall be deemed to have been received and effectively served:-

6.4.1 upon the day of delivery or transmission if delivered by telefacsimile before the end of a Business Day; or

6.4.2 on the next following Business Day if sent by first class prepaid or registered mail or if transmitted by telefacsimile or delivered personally after the end of a Business Day or on any other day not being a Business Day.

6.5 This Deed constitutes the whole agreement between the parties hereto.

6.6 The Executive shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction in order to permit the grant or exercise of the Option. Neither the Company nor any or other member of the Group shall be responsible for any failure by the Executive to obtain any such consent or for any tax or other liability to which the Executive may become subject as a result of his exercise of the Option.

6.7 After exercise of the Option and transfer of the Option Shares, the Executive shall become bound by the provisions of the Articles of Association (as amended from time to time) of the Company (a copy of which is appended to and forms part of this agreement) and in particular in relation to the provisions relating to the transfer of shares which are contained in the Articles of Association.

6.8 The Company and any other member of the Group may pass personal information about the Executive (including, but without prejudice to the generality of the foregoing, such person’s name, address, age and salary details) to third parties in connection with the administration of this Option or for the purpose of complying with any legal obligations.

6.9 This deed may be executed in any number of counterparts each of which shall constitute an original but all of which shall constitute one and the same instrument.

6.10 A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that any person which is obliged to account for any Tax Liability (or any employer’s national insurance contributions or similar in any other jurisdiction other than the United Kingdom) shall be entitled to enforce clause 3. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

6.11 This agreement shall be interpreted and construed in accordance with the laws of England and Wales and any dispute arising in connection with this agreement will be brought before the Courts of England and Wales.

IN WITNESS whereof the parties have executed this Agreement as a Deed on the date set out above.

EXECUTED AS A DEED by	)
MIDASPLAYER INTERNATIONAL	)
HOLDING COMPANY LIMITED	)
acting by:-	)
		Director
		Director/Secretary

EXECUTED AS A DEED by	)
[NAME]	)
in the presence of:-	)

Witness’ Signature:

Witness’ Name:

Witness’ Address:

Witness’ Occupation:

Schedule 1

General Vesting

For the purposes of this agreement:

1. one quarter of the Option Shares shall vest 12 months after the Effective Date;

2. a further one twelfth of the Option Shares shall vest 15 months after the Effective Date with an additional one twelfth vesting after each 3 month period thereafter (with the intent that 100% of the Option Shares will have vested 48 months after the Effective Date),

and the Option shall be exercisable at any time after the date it has first vested (to the extent vested).

Notwithstanding any of the above:

(a) no Option Shares shall vest after the date on which the Executive ceases to be employed by (or a director of) the Company or any member of the Group unless the Board (having obtained the consent of the Investor Director) determines otherwise; and

(b) no Option Shares shall vest after the date of a Sale (save to the extent the Board, having obtained the consent of the Investor Director, determine otherwise).

Appendix: Articles of Association of the Company

MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED

AND

[NAME]

INDIVIDUAL OPTION AGREEMENT

CONTENTS

1 DEFINITIONS	2
2 GRANT OF OPTION	6
3 MANNER OF EXERCISE OF OPTIONS	7
4 TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS	8
5 VARIATION OF SHARE CAPITAL	10
6 EXCHANGE OF SHARES FOR SHARES OF ANOTHER COMPANY	11
7 MARKET STANDOFF	13
8 MISCELLANEOUS	14

OPTION AGREEMENT DATED

BETWEEN:

(1) MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED, company number C40465, a private limited company whose registered office is at 125/14, The Strand, Gzira, GZR 1027, Malta (the “Company”) and;

(2) [Name] of [Address] (the “Executive”).

RECITALS

(A) The Executive is a key employee within the Group at the date of this agreement.

(B) The Company wishes to grant to the Executive an option to acquire Shares (as defined in this agreement) upon and subject to the terms of this agreement.

1 DEFINITIONS

1.1 In this agreement the following words and expressions shall have the following meanings:-

“Acquiring Company”

means a company which acquires shares in the capital of the Company pursuant to a Sale;

“Articles”

means the articles of association of the Company in effect from time to time;

“Asset Sale”

means the disposal by any one or more members of the Group of assets (whether together with associated liabilities or otherwise and as part of an undertaking or otherwise) which represent 50% or more (by book value) of the consolidated gross assets of the Group at that time;

“Auditors”

means the auditors for the time being of the Company (acting as experts and not as arbitrators);

“Board”

means the board of directors of the Company or a duly constituted committee thereof;

2

“Business Day”

means any day other than a Saturday, Sunday or a day which, by law, is a bank or legal holiday in England. The Business Day shall be deemed to begin at 9am and end at 5pm London time;

“Date of Exercise”

means the date on which the Company receives both the written notice and any payment (if required) referred to in Clause 3.1;

“Effective Date”

[Date];

“Eligible Employee”

means any individual who is an employee of a member of the Group;

“Exercise Price”

means the sum of [Price] per Option Share, adjusted if appropriate pursuant to Clause 5;

“Good Leaver”

means the Executive ceasing to be an employee of any member of the Group:

(a) as a result of his death, permanent incapacity due to ill health or retirement in accordance with his contract of employment; or

(b) due to dismissal of the Executive by the Company or any member of the Group without notice or payment in lieu in circumstances where the Company or other member of the Group is not entitled to summarily dismiss; or

(c) in circumstances where the Board determines (subject to the Investor Director (as such term is defined in the Articles) voting in favour of such determination) in its absolute discretion the Executive to be a Good Leaver;

“Grant Date”

[Date];

“Group”

has the meaning given in the Articles and “member of the Group” shall be construed accordingly;

“HMRC”

means HM Revenue & Customs (or any other taxation or other authority in any other jurisdiction, as applicable);

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“Investor Director”

has the meaning given in the Articles;

“ITEPA”

means the Income Tax (Earnings and Pensions) Act 2003;

“Liquidation”

whether voluntary or compulsory, means the passing of a resolution for the winding-up of the Company;

“Listing”

means :

(a) the admission of all or any of the shares in the capital of the Company to trading on a market for listed securities designated by the Financial Markets Act (Cap. 345 of the laws of Malta) as a Recognized Investment Exchange (as defined in the Articles), together with the admission of such shares to the relative Official List (as defined in the Articles); or

(b) if the Investors (as defined in the Articles) in their absolute discretion so determine, the admission of such shares to, or to trading on, any other market wherever situated together, if necessary, with the admission of such shares to listing on any official or otherwise prescribed list maintained by a competent or otherwise prescribed listing authority;

“Market Value”

means on any day the market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 or, if the Shares are quoted on the Official List of the London Stock Exchange PLC, the average of the middle market quotations of a Share as derived from the Daily Official List for the three immediately preceding dealing days;

“Option”

means the right to acquire Shares granted under this agreement;

“Option Shares”

means the [Shares] Shares which are the subject of the Option;

“Sale”

means the completion of any transaction or series of transactions whereby any person or Connected Persons (as defined in the Articles) or group of persons Acting in Concert (as defined in the Articles) purchases or otherwise acquires or obtains more than 50 per cent. in nominal value of the A Ordinary Shares, B Ordinary Shares and C

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Ordinary Shares (as such terms are defined in the Articles) or, following a Listing, more than 50 per cent. in nominal value of the Company’s equity share capital save that:

(a) it shall not constitute a Sale if a person or group of persons acquires more than 50 per cent. in nominal value of such A Ordinary Shares, B Ordinary Shares and C Ordinary Shares or such equity share capital by virtue of a reduction in the Company’s share capital; and

(b) unless the Board (and the Investor Director) determine otherwise, it shall not constitute a Sale where the person or Connected Persons or group of persons referred to above are (in the reasonable opinion of the Board) Apax entities; and

(c) an Exchange (as defined in clause 6.1) in respect of which the Executive is requested (by the Company) to release his rights under this Agreement shall not constitute a Sale;

“Share”

means an ordinary “D1” share of [Price] in the capital of the Company (or such other nominal value as may be determined by the Company in general meeting from time to time) ;

“Tax Liability”

the amount of income tax and/or social security contributions (or any similar taxes in a jurisdiction other than the United Kingdom) which the Company or other member of the Group or any other person would be required to account for to HMRC (a) as a consequence of the Executive exercising the Option or acquiring Shares pursuant to such exercise and (b) on any gain realised or deemed to have been realised by the Executive in respect of that Option, but excluding all employers’ national insurance contributions (or any similar contribution in a jurisdiction other than the United Kingdom) that would, in the absence of agreement to the contrary, be payable by the Company or other member of the Group upon or as a result of the exercise of the Option.

1.2 So far as not inconsistent with the context:-

1.2.1 Any reference herein to any enactment shall be construed as a reference to that enactment as for the time being amended or re-enacted.

1.2.2 All references to the masculine gender shall be deemed also to be references to the feminine gender and all references to the singular include the plural and vice versa.

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1.2.3 All references to clauses or sub-clauses are unless the context otherwise requires to clauses or sub-clauses of this agreement.

1.2.4 The headings to clauses of this agreement are for convenience only and have no legal effect.

2 GRANT OF OPTION

2.1 The Company hereby grants to the Executive the right, upon the terms and subject to the conditions of this agreement exercisable to the extent that the Option has vested in accordance with, and on the dates specified in, schedule 1, to purchase the Option Shares for the Exercise Price.

2.2 The Option is granted on the Grant Date.

2.3 The Option may be exercised in whole or in part, and if exercised in part the Option shall remain exercisable in respect of the remaining Option Shares on the same terms hereof.

2.4 The Option is personal to the Executive. It may not be transferred, assigned or charged or otherwise alienated and any purported transfer, assignment, charge or other alienation shall cause the Option to lapse forthwith. The Option may be surrendered at any time by the Executive.

2.5 Subject to this agreement an Option which has not lapsed may be exercised in whole or in part to the extent that it has vested in accordance with, and on the dates specified in, Schedule 1.

2.6 An Option shall lapse automatically in so far as it has not been exercised on the earliest of:-

2.6.1 the tenth anniversary of the Grant Date;

2.6.2 twelve months after the date of the Executive’s death;

2.6.3 unless the Company otherwise decides (it being able to impose such conditions as it sees fit in the event that it exercises its discretion in this regard), 40 days after the Option has become exercisable in accordance with Clause 4;

2.6.4 the Executive being adjudicated bankrupt by a court of law;

2.6.5 forthwith upon the Executive ceasing to be an Eligible Employee other than in circumstances where the employee is a Good Leaver;

2.6.6 the date falling 40 days after the Executive ceases to be an Eligible Employee in circumstances where the employee is a Good Leaver.

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3 MANNER OF EXERCISE OF OPTIONS

3.1 To the extent that the Option has vested pursuant to schedule 1, the Option shall be exercisable from the dates specified in schedule 1 (in whole or in part) by the Executive, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which (s)he wishes to exercise the Option accompanied by the appropriate payment of the total Exercise Price (save to the extent that the Executive has made other arrangements for the payment of the total Exercise Price which are satisfactory to the Company) and, if required by the Company, the Tax Liability due under Clause 3.4.

3.2 Shares shall be issued pursuant to a notice of exercise within 30 days of the Date of Exercise.

3.3 Where the Option is exercised only in part the balance shall remain exercisable on the same terms as originally applied to the whole Option.

3.4 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:-

3.4.1 the Company or other member of the Group is able to deduct or, where possible, withhold, an amount equal to the whole of the Tax Liability from the Executive’s net pay for the next pay period; or

3.4.2 the Executive has paid to the Company or other member of the Group an amount equal to the Tax Liability; or

3.4.3 the sum of the amount that the Executive has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Executive’s net pay for the next pay period is equal to or more than the Tax Liability; or

3.4.4 the Executive enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company.

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3.5 The Executive shall at any time upon request join in with the Company or any other member of the Group or any other person in making any election or notice reasonably required by the Company or other member of the Group or other person (as applicable) for the purpose of ensuring that (to the extent permitted by law) the liability for all employer’s National Insurance Contributions (or any similar social security contributions) arising (a) as a consequence of the exercise of any Option or the acquisition of Shares pursuant to such exercise and (b) on any gain realised or deemed to have been realised by the Executive in respect of that Option is assumed and borne solely by the Executive and treated for all purposes as a liability falling on the Executive instead of on the Company or other member of the Group or other person (as applicable) and in entering into any arrangements required by HMRC for securing that any liability so assumed is duly paid by the Executive. The Executive shall not be required to enter into any election or notice pursuant to this Clause in the event that he enters into such other arrangements with the Company, any member of the Group or any other person (as applicable) that are satisfactory to the Company, any member of the Group or any other person (as applicable) to discharge any liability referred to in this Clause.

3.6 The Executive agrees that if requested to do so by the Board he shall immediately upon exercise of the Option enter into an irrevocable joint election with his employing company pursuant to section 431 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) in a form specified by the Board that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) and sections 425 to 430 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) are not to apply to such Shares.

3.7 The Executive hereby agrees to indemnify and hold the Company and each member of the Group harmless against any Tax Liability and shall (on request) also indemnify them (to the extent permitted by law) against any employer’s National Insurance Contributions (or similar social security contributions) arising in the circumstances referred to in Clause 3.5.

3.8 The Executive hereby agrees that if the Option is exercised prior to a Listing the Executive shall, as a condition of such exercise, enter into a Subscription Agreement in the form approved by the Board.

4 TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS

4.1 Sale or Asset Sale

4.1.1 In the event that a Sale or an Asset Sale takes place, the Option may be exercised within 40 days of such Sale or Asset Sale (as applicable) occurring (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

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4.1.2 In the event that the Board becomes aware that an offer has been made which, if completed, would lead to this Option becoming exerciseable under Clause 4.1.1 above, it may at its absolute discretion resolve that this Option becomes exercisable under clause 4.1.1 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1) within such period as is determined by the Board and notified to the Executive (prior to any Sale or Asset Sale as mentioned in clause 4.1.1) and, in the event that the Option is not exercised during this period, it shall lapse in full at the end of such period (notwithstanding any other provision of this agreement).

4.2 Listing

4.2.1 An Option may be exercised on or following a Listing in accordance with Clause 4.2.2 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

4.2.2 As soon as the Board has become aware that firm negotiations have been entered into or firm proposals have been made for the Listing, the Board may notify the Executive that such negotiations or proposals have been entered into or made. Within one week of such notification, the Executive may exercise the Option (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1). The Board may specify in the notification that the exercise of the Option under this Clause 4.2.2 shall be conditional upon completion of the Listing (and for the purposes of this Clause 4.2, “completion” in relation to a Listing shall be the admission or granting of permission referred to in the definition of “Listing”) and in such a case, in the event that the Listing does not proceed, the notice of exercise shall be deemed never to have been served.

4.3 Exchange of Options

4.3.1 In the event that a Sale takes place, the Executive may at any time within six months of the Sale by agreement with the Acquiring Company release his rights under the Option (in this Clause referred to as “the old rights”) in consideration for the grant to him of rights (in this Clause referred to as “the new rights”) which are equivalent to the old rights but relate to shares in a different company.

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4.3.2 The new rights referred to in Clause 4.3.1 above shall not be regarded for the purposes of this Clause 4 as equivalent to the old rights unless

4.3.2.1 the new rights are granted to the Executive by reason of his employment with the Acquiring Company or any of its 51% subsidiaries;

4.3.2.2 the total Market Value of the Shares immediately before the release of the Executive’s old rights is substantially equivalent to the total Market Value of the shares (which are the subject of the new rights) immediately after the grant of the new rights to the Executive; and

4.3.2.3 the total amount payable by the Executive for the acquisition of shares in pursuance of the new rights is substantially equivalent to the total amount that would be payable for the acquisition of Shares in pursuance of the old rights.

4.4 Liquidation

If the Company passes an extraordinary resolution for dissolution and consequential voluntary winding up of the Company, the Option may be exercised until the commencement of such winding up (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

4.5 Where any new rights are granted pursuant to this Clause 4 this agreement shall in relation to the new rights be construed as if references to the Company and to the Shares were references to the Acquiring Company or as the case may be to the company in whose shares the new rights relate and to the shares of the Acquiring Company or of the other company in whose shares the new rights relate.

5 VARIATION OF SHARE CAPITAL

5.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, or if any of the shares in the Company are to be converted to shares of another class pursuant to the provisions of the Articles, the limit on the number of Shares available under the Option, the number, class and nominal amount of Shares subject to the Option (the definition of “Shares” being adjusted accordingly) and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted in such manner as the Board considers reasonable PROVIDED THAT:-

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5.1.1 the aggregate amount payable on the exercise of an Option in full is not increased (subject to clause 5.1.2); and

5.1.2 the Exercise Price for a Share is not reduced below its nominal value.

6 EXCHANGE OF SHARES FOR SHARES OF ANOTHER COMPANY

6.1 If the Company is or is to be the subject of a transaction whereby all or substantially all of the issued share capital of the Company is or is to be exchanged for issued share capital in another company or body corporate, wherever incorporated, (the “New Company”) with the result that (in the reasonable opinion of the Board) the beneficial ownership of the issued share capital in the New Company is (or is to be) substantially the same as the beneficial ownership of the issued share capital in the Company immediately prior to such transaction (the “Exchange”), the Executive shall (if so requested by the Company) release his rights (including his right to subscribe for Shares) under this Agreement (the “Old Option”) in consideration for the grant to him of equivalent rights granted by the New Company (including a right to subscribe for shares in the New Company) (the “New Option”). The determination of such equivalence shall be made in the sole discretion of the Board whose decision shall be final and binding.

6.2 The New Option shall be on terms and conditions that are (in the opinion of the Board) equivalent to the terms and conditions of this Agreement save that where a provision in this Agreement refers to the Company the corresponding provision in the agreement governing the New Option shall instead refer to the New Company, provided that:

6.2.1 the number (and class) of shares in the New Company subject to the New Option may be different to the number (and class) of Shares subject to the Old Option, provided that (in the opinion of the Board) there shall be no material enlargement or dilution of the Executive’s interest; and

6.2.2 the exercise price payable per share of the New Company under the New Option may be different to the Exercise Price per Share under the Old Option, provided that (i) the exercise price per share of the New Company under the New Option shall be at least the nominal value of such share and (ii) the aggregate exercise price for all of the shares of the New Company subject to the New Option immediately after the Exchange shall be substantially equivalent to the aggregate Exercise Price of all of the Shares subject to the Old Option immediately prior to the Exchange.

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6.3 The Executive hereby irrevocably appoints the Company as his attorney (“Attorney”) for all purposes referred to in this Agreement and irrevocably authorises the Attorney (on the Executive’s behalf) to execute any and all document(s) and to do any and all acts and things as the Attorney in its absolute discretion considers necessary or desirable in order to give full effect to the release of the Old Option and grant of the New Option in connection with the Exchange.

6.4 The Executive hereby authorises the Attorney to:

6.4.1 delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise, and vary or revoke such delegation at any time; and

6.4.2 appoint one or more persons to act as substitute attorney for the Executive and to exercise one or more of the powers conferred on the Attorney by this power of attorney and revoke any such appointment,

provided that neither of the above appointments shall constitute the appointment of a new attorney (for the same business of the mandate created by virtue of Clause 6.3 or otherwise) or the revocation of the said mandate given to the Attorney.

6.5 The Executive undertakes:

6.5.1 to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney; and

6.5.2 to indemnify each Attorney against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

6.6 The Executive declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.

6.7 The Executive agrees that the power of attorney and other authorities on the terms conferred by or referred to in this agreement are given by way of security for the performance of the obligations of the Executive and are irrevocable, to the extent permitted by applicable law, in accordance with section 4 of the Powers of Attorney Act 1971 and, in terms of Maltese law, article 1887 of the Civil Code (Cap. 16 of the Laws of Malta). Such power of attorney shall be irrevocable except with written consent of the Attorney.

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6.8 The Board shall notify the Executive as soon as reasonably practicable following the Exchange of the release of the Old Option and the grant of the New Option.

7 MARKET STANDOFF

7.1 The Executive agrees that in the event of a Listing, with respect to any Shares acquired by the Executive pursuant to the exercise of the Option, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing), the Executive will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of shares permitted under Clause 7.2 hereof so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Clause 7.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this clause and to impose stop transfer instructions with respect to the shares until the end of such period. The Executive further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

7.2 The following transfers will be exempt from Clause 7.1: (i) the transfer of any or all of the shares during the Executive’s lifetime by gift or on the Executive’s death by will or intestacy to any member(s) of Executive’s “Immediate Family” (as defined below) or to a trust for the benefit of the Executive and/or member(s) of the Executive’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of Clause 7.1 will continue to apply to the transferred shares in the hands of such transferee or other

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recipient. As used herein, the term “Immediate Family” will mean the Executive’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of the Executive or the Executive’s spouse, or the spouse of any of the above or Spousal Equivalent, as defined herein. As used herein, a person is deemed to be a “Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the transferee and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither is married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last twelve (12) months and intend to do so indefinitely.

8 MISCELLANEOUS

8.1 This agreement shall be binding upon each party’s successors and assigns and personal representatives (as the case may be) but except as expressly provided above none of the rights of the parties under this agreement may be assigned or transferred.

8.2 Notwithstanding any other provision of this agreement:

8.2.1 this agreement shall not form part of any contract of employment between the Company or any other member of the Group and the Executive and the rights and obligations of the Executive under the terms of his office or employment with the Company or any other member of the Group shall not be affected by this agreement and this agreement shall afford the Executive no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever; and

8.2.2 this agreement shall not confer on the Executive any legal or equitable rights (other than those constituting the Option) against the Company or any other member of the Group directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any other member of the Group; and

8.2.3 the Executive shall not be entitled to any compensation or damages for any loss or potential loss which (s)he may suffer by reason of being unable to exercise the Option in consequence of the loss or termination of his office or employment with the Company or any other member of the Group for any reason whatsoever.

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8.3 Any notice, demand, proceeding or other communication to be given, made or served hereunder or by reference hereto shall be in writing and:

8.3.1 sent by first class prepaid or registered mail;

8.3.2 delivered personally; or

8.3.3 transmitted by telefacsimile (but not, for the avoidance of doubt, electronic mail),

to the party to be served at the addresses hereinbefore given (or at such other address or addresses within the United Kingdom (or such other jurisdiction in which the party resides) from time to time notified in writing by or on behalf of any such party or parties to the party serving the same).

8.4 Any such notice, demand, proceedings or other communication given, made or served pursuant to sub-clause 8.3 above shall be deemed to have been received and effectively served:-

8.4.1 upon the day of delivery or transmission if delivered by telefacsimile before the end of a Business Day; or

8.4.2 on the next following Business Day if sent by first class prepaid or registered mail or if transmitted by telefacsimile or delivered personally after the end of a Business Day or on any other day not being a Business Day.

8.5 This Deed constitutes the whole agreement between the parties hereto. The Executive agrees that in entering into this Deed he does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding other than as set out in this Deed. The only remedy available to the Executive in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of this Deed. Nothing in this sub-clause shall operate to exclude liability for fraud.

8.6 The Executive shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction in order to permit the grant or exercise of the Option. Neither the Company nor any or other member of the Group shall be responsible for any failure by the Executive to obtain any such consent or for any tax or other liability to which the Executive may become subject as a result of his exercise of the Option.

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8.7 After exercise of the Option and transfer of the Option Shares, the Executive shall become bound by the provisions of the Articles of Association (as amended from time to time) of the Company (a copy of which is appended to and forms part of this agreement) and in particular in relation to the provisions relating to the transfer of shares which are contained in the Articles of Association.

8.8 The Executive consents that the Company shall collect and process his/her personal data for the purposes set out in this agreement and in terms of the Data Protection Act (Cap. 440 of the Laws of Malta) or similar laws in other applicable jurisdictions. The Executive further consents to the processing and release of the information contained herein by the Company (including, but without prejudice to the generality of the foregoing, such person’s name, address, age and salary details) to any other members of the Group or any third parties in connection with the administration of this Option or for the purpose of complying with any legal obligations. To the extent required by law, the Executive has the right to access data which the Company holds about him, and, where applicable, the right to ask for a rectification or erasure of such data.

8.9 This deed may be executed in any number of counterparts each of which shall constitute an original but all of which shall constitute one and the same instrument.

8.10 A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that any person which is obliged to account for any Tax Liability (or any employer’s national insurance contributions or similar in any other jurisdiction other than the United Kingdom) shall be entitled to enforce clause 3. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

8.11 This agreement shall be interpreted and construed in accordance with the laws of England and Wales and any dispute arising in connection with this agreement will be brought before the Courts of England and Wales.

IN WITNESS whereof the parties have executed this Agreement as a Deed on the date set out above.

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EXECUTED AS A DEED by	)
MIDASPLAYER INTERNATIONAL	)
HOLDING COMPANY LIMITED	)
acting by a director in the presence	)
of a witness:-	)	________________________________
		Director

Witness’ Signature:	________________________________
Witness’ Name:	________________________________
Witness’ Address:	________________________________
Witness’ Occupation:	________________________________

EXECUTED AS A DEED by	)
[NAME]	)	________________________________
in the presence of:-	)

Witness’ Signature:	________________________________
Witness’ Name:	________________________________
Witness’ Address:	________________________________
Witness’ Occupation:	________________________________

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Schedule 1

General Vesting

For the purposes of this agreement:

[Vesting Schedule]

and the Option shall be exercisable at any time after the date it has first vested (to the extent vested).

Notwithstanding any of the above:

(a) no Option Shares shall vest after the date on which the Executive ceases to be employed by (or a director of) the Company or any member of the Group unless the Board (having obtained the consent of the Investor Director) determines otherwise; and

(b) no Option Shares shall vest after the date of a Sale (save to the extent the Board, having obtained the consent of the Investor Director, determine otherwise);

and the Option shall lapse immediately with respect to those Option Shares that shall not vest.

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Appendix: Articles of Association of the Company

19

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

AND

[—]

INDIVIDUAL OPTION AGREEMENT

(Europe & Rest-of-World)

CONTENTS

1	DEFINITIONS	3
2	GRANT OF OPTION	7
3	MANNER OF EXERCISE OF OPTIONS	8
4	TAXATION MATTERS	9
5	TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS	9
6	VARIATION OF SHARE CAPITAL	11
7	EXCHANGE OF SHARES FOR SHARES OF ANOTHER COMPANY	12
8	POWER OF ATTORNEY	13
9	MARKET STANDOFF	15
10	MISCELLANEOUS	16

2

OPTION AGREEMENT DATE [—]

BETWEEN:

(1) MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C., company number C40465, a public limited company whose registered office is at Aragon House Business Centre, Dragonara Road, St Julian’s, STJ 3140, Malta (the “Company”) and;

(2) [—] of [—] (the “Executive”).

RECITALS

(A) The Executive is a key employee and/or director within the Group at the date of this agreement.

(B) The Company wishes to grant to the Executive an option to acquire Shares (as defined in this agreement) upon and subject to the terms of this agreement.

1 DEFINITIONS

1.1 In this agreement the following words and expressions shall have the following meanings and, unless the context requires otherwise (or the term is otherwise defined herein) the terms defined in the Articles shall have the same meanings in this agreement:

“Acquiring Company”

means a company which acquires shares in the capital of the Company pursuant to a Sale;

“Articles”

means the articles of association of the Company in effect from time to time;

“Asset Sale”

means the disposal by any one or more members of the Group of assets (whether together with associated liabilities or otherwise and as part of an undertaking or otherwise) which represent 50% or more (by book value) of the consolidated gross assets of the Group at that time but excluding any such disposal to another member of the Group;

“Auditors”

means the auditors for the time being of the Company (acting as experts and not as arbitrators);

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“Board”

means the board of directors of the Company or a duly constituted committee thereof;

“Date of Exercise”

means the date on which the Company receives both the written notice and any payment (if required) referred to in Clause 3.1;

“Dealing Code”

means any code or regulations adopted by any relevant listing authority or stock exchange which restricts dealings in securities issued by the Company and/or such other rules and regulations adopted by the Company which govern dealing in Shares, interests in Shares, options or rights over Shares or interests in Shares;

“Effective Date”

[—];

“Eligible Person”

means any individual who is an employee or director of a member of the Group;

“Exercise Price”

means the sum of [—] per Option Share, adjusted if appropriate pursuant to Clause 6;

“Good Leaver”

means the Executive ceasing to be an employee and/or director of any member of the Group:

(a) as a result of his death, permanent incapacity due to ill health or retirement in accordance with his contract of employment; or

(b) due to dismissal of the Executive by the Company or any member of the Group without notice or payment in lieu in circumstances where the Company or other member of the Group is not entitled to summarily dismiss or, if the Executive is located in Romania (in which case the foregoing provisions of this paragraph (b) shall not apply), due to dismissal of the Executive by the Company or any member of the Group due to reasons not related to the Executive’s fault; or

(c) in circumstances where the Board determines (subject to the Investor Director voting in favour of such determination) in its absolute discretion the Executive to be a Good Leaver;

“Grant Date”

[—];

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“Group”

has the meaning given in the Articles and “member of the Group” shall be construed accordingly;

“HMRC”

means HM Revenue & Customs (or any other taxation or other authority in any other jurisdiction, as applicable);

“Investor Director”

has the meaning given in the Articles;

“ITEPA”

means the Income Tax (Earnings and Pensions) Act 2003;

“Liquidation”

whether voluntary or compulsory, means the passing of a resolution for the winding-up of the Company;

“Listing”

means:

(a) the admission of all or any of the shares in the capital of the Company to trading on a market for listed securities designated by the Financial Markets Act (Cap. 345 of the laws of Malta) as a Recognized Investment Exchange (as defined in the Articles), together with the admission of such shares to the relevant Official List (as defined in the Articles); or

(b) if the Investors (as defined in the Articles) in their absolute discretion so determine, the admission of such shares to, or to trading on, any other market wherever situated together, if necessary, with the admission of such shares to listing on any official or otherwise prescribed list maintained by a competent or otherwise prescribed listing authority;

“Market Value”

means on any day the market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 or, if the Shares are quoted on the official list of a Recognized Investment Exchange, the average of the middle market quotations of a Share as derived from the relevant Official List for the three immediately preceding dealing days;

“Option”

means the right to acquire Shares granted under this agreement;

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“Option Shares”

means the [—] Shares which are the subject of the Option;

“Sale”

has the meaning given in the Articles, save that unless the Board (and the Investor Director) determine otherwise, it shall not constitute a Sale where the person (or Connected Persons or group of persons Acting in Concert (as defined in the Articles)) acquiring or obtaining shares in the circumstances giving rise to the “Sale” are (in the reasonable opinion of the Board) Apax entities;

“Share”

means a D1 Ordinary Share of €0.000149 in the capital of the Company (or such other nominal value as may be determined by the Company in general meeting from time to time);

“Tax Liability”

the amount of income tax, withholding tax and/or employee social security contributions (or any similar taxes in a jurisdiction other than the United Kingdom) which the Company or other member of the Group would be required to account for to HMRC (a) as a consequence of the Executive exercising the Option or acquiring Shares pursuant to such exercise and/or (b) on any gain realised or deemed to have been realised by the Executive in respect of the Option or the Option Shares, provided that employer’s national insurance contributions (or similar contributions in a jurisdiction other than the United Kingdom) shall not constitute Tax Liabilities and such amounts shall be payable by the Company or other member of the Group.

1.2 So far as not inconsistent with the context:-

1.2.1 Any reference herein to any enactment shall be construed as a reference to that enactment as for the time being amended or re-enacted.

1.2.2 All references to the masculine gender shall be deemed also to be references to the feminine gender and all references to the singular include the plural and vice versa.

1.2.3 All references to clauses or sub-clauses are unless the context otherwise requires to clauses or sub-clauses of this agreement.

1.2.4 The headings to clauses of this agreement are for convenience only and have no legal effect.

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2 GRANT OF OPTION

2.1 The Company hereby grants to the Executive the right, upon the terms and subject to the conditions of this agreement, exercisable to the extent that the Option has vested in accordance with, and on the dates specified in, Schedule 1, to purchase the Option Shares for the Exercise Price.

2.2 The Option is granted on the Grant Date.

2.3 The Option may be exercised in whole or in part, and if exercised in part the Option shall remain exercisable in respect of the remaining Option Shares on the same terms hereof. Notwithstanding the foregoing, from and following a Listing the Option may not be exercised at any time when such exercise is prohibited by any Dealing Code.

2.4 The Option is personal to the Executive. It may not be transferred, assigned or charged or otherwise alienated and any purported transfer, assignment, charge or other alienation shall cause the Option to lapse forthwith. The Option may be surrendered at any time by the Executive.

2.5 The Option shall lapse automatically (in so far as it has not been exercised) on the earliest of:-

2.5.1 the tenth anniversary of the Grant Date;

2.5.2 the date on which it lapses under Clause 2.4;

2.5.3 unless the Company otherwise decides (it being able to impose such conditions as it sees fit in the event that it exercises its discretion in this regard), 40 calendar days after the Option has become exercisable in accordance with Clause 5 (but excluding Clause 5.2);

2.5.4 the Executive being adjudicated bankrupt by a court of law;

2.5.5 forthwith upon the Executive ceasing to be an Eligible Person other than in circumstances where the Executive is a Good Leaver;

2.5.6 the date falling 90 calendar days after the Executive ceases to be an Eligible Person in circumstances where the Executive is a Good Leaver (or such longer period as the Board, having obtained the consent of the Investor Director, may determine in its absolute discretion); and

2.5.7 unless the Board determines otherwise, on completion of any Exchange if the Executive has not entered into an agreement for the grant of a New Option in accordance with Clause 7.

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3 MANNER OF EXERCISE OF OPTIONS

3.1 To the extent that the Option has become exercisable pursuant to this agreement, the Option may be exercised (in whole or in part) by the Executive, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which he wishes to exercise the Option accompanied by:

3.1.1 the payment of the total Exercise Price due in respect of the number of Shares specified in the exercise notice, save to the extent that the Executive has made other arrangements for the payment of the total Exercise Price (such as, after Listing, the Executive selling sufficient number of the Shares as generates proceeds to pay the Exercise Price and using those proceeds to satisfy the same) which are satisfactory to the Company or the Company permits the cashless exercise of the Option pursuant to Clause 3.5; and

3.1.2 if required by the Company, the amount due under Clause 4 in respect of any Tax Liability.

3.2 Where the Option has been properly exercised, the Shares in respect of which the Option has been exercised shall be issued or transferred pursuant to a notice of exercise within 30 calendar days of the Date of Exercise. Where any Dealing Code prohibits the issue or transfer of the relevant Shares during such 30 day period, such 30 day period shall be extended by the number of days (plus three further days) during which the prohibition applies.

3.3 Where the Option is exercised only in part the balance shall remain exercisable on the same terms as originally applied to the whole Option.

3.4 The Executive hereby agrees that if the Option is exercised prior to a Listing the Executive shall, as a condition of such exercise, enter into a subscription agreement in respect of the Option Shares (the “Subscription Agreement”) and a deed of adherence to a shareholders agreement, each in the form approved by the Board.

3.5 Notwithstanding any other provision of this agreement, if the Executive serves a valid exercise notice and, as a result, the Company is obliged to issue or transfer a number of Shares to the Executive in exchange for the payment of a corresponding Exercise Price then the Company shall, at its sole discretion and subject always to applicable law, be entitled to satisfy that obligation by issuing, transferring or procuring the transfer to the Executive (at no cost to the Executive or at a cost which reflects only the nominal value of the relevant Shares) such reduced number of Shares as will (in the opinion of the Board) deliver equivalent value to the Executive.

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4 TAXATION MATTERS

4.1 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:-

4.1.1 the Company or other member of the Group is able to deduct or, where possible, withhold, an amount equal to the whole of the Tax Liability from the Executive’s net pay for the next pay period; or

4.1.2 the Executive has paid to the Company or other member of the Group an amount equal to the Tax Liability; or

4.1.3 the sum of the amount that the Executive has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Executive’s net pay for the next pay period is equal to or more than the Tax Liability; or

4.1.4 the Executive enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company.

4.2 The Executive agrees that if requested to do so by the Board he shall immediately upon exercise of the Option enter into an irrevocable joint election with his employing company (or the company of which he is a director) pursuant to section 431 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) in a form specified by the Board that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) and sections 425 to 430 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) are not to apply to such Shares.

4.3 The Executive hereby agrees to indemnify and hold the Company and each member of the Group harmless against any Tax Liability.

5 TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS

5.1 Sale or Asset Sale

5.1.1 In the event that a Sale or an Asset Sale takes place, the Option may be exercised within 40 calendar days of such Sale or Asset Sale (as applicable) occurring (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1).

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5.1.2 In the event that the Board becomes aware that an offer has been made which, if completed, would lead to this Option becoming exercisable under Clause 5.1.1, it may at its absolute discretion resolve that this Option becomes exercisable under Clause 5.1.1 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1) within such period as is determined by the Board and notified to the Executive (prior to any Sale or Asset Sale as mentioned in Clause 5.1.1) and, in the event that the Option is not exercised during this period, it shall lapse in full at the end of such period (notwithstanding any other provision of this agreement).

5.2 Listing

5.2.1 An Option may be exercised on or following a Listing in accordance with Clause 5.2.2 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1).

5.2.2 As soon as the Board has become aware that firm negotiations have been entered into or firm proposals have been made for the Listing, the Board may notify the Executive that such negotiations or proposals have been entered into or made. Within one week of such notification, the Executive may exercise the Option (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1). The Board may specify in the notification that the exercise of the Option under this Clause 5.2.2 shall be conditional upon completion of the Listing (and for the purposes of this Clause 5.2, “completion” in relation to a Listing shall be the admission or granting of permission referred to in the definition of “Listing”) and in such a case, in the event that the Listing does not proceed, the notice of exercise shall be deemed never to have been served.

5.3 Exchange of Options

5.3.1 In the event that a Sale takes place, the Executive may at any time within six months of the Sale by agreement with the Acquiring Company release his rights under the Option (in this clause referred to as “the old rights”) in consideration for the grant to him of rights (in this clause referred to as “the new rights”) which are equivalent to the old rights but relate to shares in a different company.

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5.3.2 The new rights referred to in Clause 5.3.1 above shall not be regarded for the purposes of this Clause 5 as equivalent to the old rights unless:

5.3.2.1 the new rights are granted to the Executive by reason of his employment with the Acquiring Company or any of its 51% subsidiaries;

5.3.2.2 the total Market Value of the Shares which are the subject of the Option immediately before the release of the Executive’s old rights is substantially equivalent to the total Market Value of the shares (which are the subject of the new rights) immediately after the grant of the new rights to the Executive; and

5.3.2.3 the total amount payable by the Executive for the acquisition of shares in pursuance of the new rights is substantially equivalent to the total amount that would be payable for the acquisition of Shares in pursuance of the old rights.

5.3.3 Where any new rights are granted pursuant to this Clause 5.3 this agreement shall in relation to the new rights be construed as if references to the Company and to the Shares were references to the Acquiring Company or as the case may be to the company in whose shares the new rights relate and to the shares of the Acquiring Company or of the other company in whose shares the new rights relate.

5.4 Liquidation

If the Company passes an extraordinary resolution for dissolution and consequential voluntary winding up of the Company, the Option may be exercised until the commencement of such winding up (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1) at the expiry of which period it shall lapse.

6 VARIATION OF SHARE CAPITAL

6.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, or if any of the shares in the Company are to be converted to shares of another class pursuant to the provisions of the Articles (including, but not limited to, a conversion of D1 Ordinary Shares into A Ordinary Shares and/or Deferred Shares (as defined in the Articles) immediately prior to a Listing), the limit on the number of Shares available under the Option, the number, class and nominal amount of Shares subject to the Option (the definition of “Shares” being adjusted accordingly) and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted in such manner as the Board considers reasonable PROVIDED THAT:-

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6.1.1 the aggregate amount payable on the exercise of an Option in full is not increased (subject to Clause 6.1.2); and

6.1.2 the Exercise Price for a Share is not reduced below its nominal value.

7 EXCHANGE OF SHARES FOR SHARES OF ANOTHER COMPANY

7.1 If the Company is or is to be the subject of a transaction whereby all or substantially all of the issued share capital of the Company is or is to be exchanged for issued share capital in another company or body corporate wherever incorporated, (the “New Company”) with the result that (in the reasonable opinion of the Board) the beneficial ownership of the issued share capital in the New Company is (or is to be) substantially the same as the beneficial ownership of the issued share capital in the Company immediately prior to such transaction (the “Exchange”), the Executive shall (if so requested by the Company) release his rights (including his right to acquire Shares) under this agreement (the “Old Option”) in consideration for the grant to him of equivalent rights granted by the New Company (including a right to acquire shares in the New Company) (the “New Option”). The determination of such equivalence shall be made in the sole discretion of the Board whose decision shall be final and binding.

7.2 The New Option shall be on terms and conditions that are (in the opinion of the Board) equivalent to the terms and conditions of this agreement save that where a provision in this agreement refers to the Company the corresponding provision in the agreement governing the New Option (the “New Option Agreement”) shall (unless the Board considers the context requires otherwise) instead refer to the New Company, provided that:

7.2.1 the number (and class) of shares in the New Company subject to the New Option may be different to the number (and class) of Shares subject to the Old Option, provided that (in the opinion of the Board) there shall be no material enlargement or dilution of the Executive’s interest; and

7.2.2 the exercise price payable per share of the New Company under the New Option may be different to the Exercise Price per Share under the Old Option, provided that (i) the exercise price per share of the New Company under the New Option shall be at least the nominal value of such share and (ii) the aggregate exercise price for all of the shares of the New Company subject to the New Option immediately after the Exchange shall be substantially equivalent to the aggregate Exercise Price of all of the Shares subject to the Old Option immediately prior to the Exchange.

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7.3 The New Option Agreement may take account of any other matters (such as, without limitation, variations between the Articles and the constitutional documents governing the corporation or company in which the New Shares are issued and in the case of the corporation or company being incorporated in another jurisdiction, differences between the laws of Malta and the laws applicable to such company or corporations) that the Board considers necessary or desirable to give effect to the commercial intention of the arrangement envisaged by this agreement.

8 POWER OF ATTORNEY

8.1 The Executive:

8.1.1 hereby irrevocably appoints the Company as his attorney (“Attorney”) for all purposes referred to in this agreement or any New Option Agreement and irrevocably authorises the Attorney (on the Executive’s behalf) to execute any and all document(s) and to do any and all acts and things as the Attorney in its absolute discretion considers necessary or desirable in order to give full effect to the terms of this agreement, the New Option Agreement, the terms of the Articles (or the articles of association of the New Company) or the release of the Old Option and grant of the New Option in connection with the Exchange. Every attorney that may be appointed by virtue of this clause shall be considered to act singly as the true and lawful attorney of the Executive with full power of substitution as specified herein;

8.1.2 agrees that the Attorney may in his name or otherwise on the Executive’s behalf:

8.1.2.1 execute any New Option Agreement on the Executive’s behalf; and/or

8.1.2.2 approve any alteration to this agreement or the New Option Agreement pursuant to Clause 6 (or equivalent provisions of the New Option Agreement).

8.2 The Executive hereby authorises the Attorney to:

8.2.1 delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise, and vary or revoke such delegation at any time; and

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8.2.2 appoint one or more persons to act as substitute attorney for the Executive and to exercise one or more of the powers conferred on the Attorney by this power of attorney and revoke any such appointment,

provided that neither of the above appointments shall constitute the appointment of a new attorney (for the same business of the mandate created by virtue of Clause 8.1 or otherwise) or the revocation of the said mandate given to the Attorney.

8.3 The Executive undertakes:

8.3.1 to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney and hereby ratifies and confirms and agrees to ratify and confirm any act whatsoever the Attorney shall lawfully do or cause to be done and all documents executed by the Attorney in the exercise or proposed exercise of all or any of his powers; and

8.3.2 to indemnify and hold each Attorney harmless against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

8.4 The Executive declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact. The Attorney is expressly authorised to act under this Power of Attorney.

8.5 The Executive agrees that the Attorney shall not accept any responsibility and shall not be under any liability for any act or omission of the Attorney or any of its representatives (save in the case of the Attorney’s own fraud, gross negligence or wilful misconduct).

8.6 The Executive agrees that the power of attorney and other authorities on the terms conferred by or referred to in this agreement are given by way of security for the performance of the obligations of the Executive and are irrevocable, to the extent permitted by applicable law, in accordance with section 4 of the Powers of Attorney Act 1971 and, in terms of Maltese law in so far as it may be applicable, article 1887 of the Civil Code (Cap. 16 of the Laws of Malta). Such power of attorney shall be irrevocable except with written consent of the Attorney.

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8.7 The Board shall notify the Executive as soon as reasonably practicable following an Exchange of the release of the Old Option and the grant of the New Option or of any pre-Listing restructuring, reconstruction or amalgamation involving the share capital of the Company or New Company. Notwithstanding such release the power of attorney granted under this Clause 8 shall remain valid, binding and in existence.

9 MARKET STANDOFF

9.1 The Executive agrees that in the event of a Listing, with respect to any Shares acquired by the Executive pursuant to the exercise of the Option, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing), the Executive will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) calendar days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of Shares permitted under Clause 9.2 so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Clause 9.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this clause and to impose stop transfer instructions with respect to the Shares until the end of such period. The Executive further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

9.2 The following transfers will be exempt from Clause 9.1: (i) the transfer of any or all of the Shares during the Executive’s lifetime by gift or on the Executive’s death by will or intestacy to any member(s) of the Executive’s “Immediate Family” (as defined below) or (ii) to a trust for the benefit of the Executive and/or member(s) of the Executive’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of Clause 9.1 will continue to apply to the transferred Shares in the hands of such transferee or other

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recipient. The term “Immediate Family” means the Executive’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of the Executive or the Executive’s spouse, or the spouse of any of the above or Spousal Equivalent. A person is deemed to be a “Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the transferee and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither is married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last twelve (12) months and intend to do so indefinitely.

10 MISCELLANEOUS

10.1 The terms of this agreement shall in all respects be administered by the Board, and in the event of any dispute or disagreement as to the interpretation of this agreement, or as to any question or right arising from or related to this agreement, the decision of the Board shall be final and binding upon all persons.

10.2 Subject to Clause 8, the Board may at any time and from time to time make any alterations to this agreement which it thinks fit provided that:

10.2.1 any alteration to this agreement which is necessary to comply with or to take account of any applicable legislation or statutory regulations or any change in them, or any requirements of any tax authority or to obtain or maintain favourable taxation, exchange and/or regulatory treatment for the Company, any Group member or the Executive, may be made without the consent of the Executive; and

10.2.2 (subject to Clause 10.2.1) no alteration which would materially and unfairly increase the liability of the Executive or materially and unfairly decrease the value of his subsisting rights under this agreement shall be made without the Executive’s prior written consent.

10.3 Subject to Clause 10.2 and Clause 8, no variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.

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10.4 This agreement shall be binding upon each party’s successors and assigns and personal representatives (as the case may be) but except as expressly provided herein none of the rights of the parties under this Agreement may be assigned or transferred.

10.5 Notwithstanding any other provision of this agreement:

10.5.1 this agreement shall not form part of any contract of employment or office between the Company or any other member of the Group and the Executive and the rights and obligations of the Executive under the terms of his office or employment with the Company or any other member of the Group shall not be affected by this agreement and this agreement shall afford the Executive no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever;

10.5.2 this agreement shall not confer on the Executive any legal or equitable rights (other than those constituting the Option) against the Company or any other member of the Group directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any other member of the Group; and

10.5.3 the Executive shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being unable to exercise the Option in consequence of the loss or termination of his office or employment with the Company or any other member of the Group for any reason whatsoever.

10.6 Any notice or other communication under or in connection with this agreement may be given:

10.6.1 by personal delivery or by sending the same by post, to the Executive at his last known address, or to the address of the place of business at which he performs the whole or substantially the whole of his duties of his office or employment, and to the Company at its registered office and where a notice or other communication is given by post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped; or

10.6.2 to the Executive by electronic communication to his usual business address or to such other address for the time being notified for that purpose to the person giving the notice.

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10.7 This agreement constitutes the whole agreement between the parties hereto. The Executive agrees that in entering into this agreement he does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding other than as set out in this agreement. The only remedy available to the Executive in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of this agreement. Nothing in this sub-clause shall operate to exclude liability for fraud.

10.8 The Executive shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction in order to permit the grant or exercise of the Option. Neither the Company nor any other member of the Group shall be responsible for any failure by the Executive to obtain any such consent or for any tax or other liability to which the Executive may become subject as a result of his exercise of the Option.

10.9 After exercise of the Option and issuance or transfer of the Option Shares, the Executive shall become bound by the provisions of the Articles (a copy of which is appended to and forms part of this agreement) and in particular in relation to the provisions relating to the transfer of shares which are contained in the Articles.

10.10 Subject to Clause 10.11, the Executive consents that the Company shall collect and process his/her personal data for the purposes set out in this agreement and in terms of the Data Protection Act (Cap. 440 of the Laws of Malta) or similar laws in other applicable jurisdictions. The Executive further consents to the processing and release of the information contained herein by the Company (including, but without prejudice to the generality of the foregoing, such person’s name, address, age and salary details) to any other members of the Group or any third parties in connection with the administration of this Option or for the purpose of complying with any legal obligations. To the extent required by law, the Executive has the right to access data which the Company holds about him, and, where applicable, the right to ask for a rectification or erasure of such data.

10.11 This Clause 10.11 shall only apply if the Executive is located in Romania, in which case Clause 10.10 will not apply. The Executive consents that the Company shall collect and process his/her name, address, age and salary details for the purposes of participating in the Option as set out in this agreement and in terms of the Data Protection Act (Cap. 440 of the Laws of Malta) or similar laws in other applicable jurisdictions (such as the Romanian law 677/2001 on the protection of individuals with regard to the processing of personal data and the free movement of such data). The Executive further consents to the processing and release of the information contained herein by the Company to any other members of the Group or any third parties in connection with the administration of this Option within the EU and EEA. In respect of such processing the Executive has the following rights: the right of free

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access to the data, the right to be informed, the right to interfere with the data and to request the amendment or deletion thereof, the right to oppose to the processing of the respective personal data, the right not to be subject to an individual decision based on automatic processing and the right to address to a court of law for a rectification or erasure of such data.

10.12 This deed may be executed in any number of counterparts each of which shall constitute an original but all of which shall constitute one and the same instrument.

10.13 A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that any person which is obliged to account for any Tax Liability shall be entitled to enforce Clause 4 and that any holding company of the Company (from time to time) may enforce any of the provisions of this agreement (“holding company” having the meaning given in section 1159 Companies Act 2006 for this purpose (but, for the purposes of section 1159(1) of the Companies Act 2006, a company shall be treated as a member of another company if any shares in that other company are registered in the name of either (a) a person by way of security (where the company has provided the security) or (b) a person as nominee for the company)). This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. The Company may assign any of its rights under this agreement.

10.14 This agreement (including the power of attorney granted hereunder) shall be interpreted and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this agreement.

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IN WITNESS whereof the parties have executed this agreement as a Deed on the date set out above.

EXECUTED AS A DEED by	)
MIDASPLAYER INTERNATIONAL	)
HOLDING COMPANY P.L.C.	)
acting by a director in the presence	)
of a witness:-	)	________________________________
		Director

Witness’ Signature:	__________________________________
Witness’ Name:	__________________________________
Witness’ Address:	King, 10th Floor, Central St Giles
	1 St Giles High Street, London WC2H 8AG
Witness’ Occupation:	Solicitor

EXECUTED AS A DEED by	)
[•]	)	__________________________________
in the presence of:-	)

Witness’ Signature:	__________________________________
Witness’ Name:	__________________________________
Witness’ Address:	King, 10th Floor, Central St Giles
	1 St Giles High Street, London WC2H 8AG
Witness’ Occupation:	Solicitor

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Schedule 1

General Vesting

For the purposes of this agreement:

1. one [quarter] of the Option Shares shall vest [12] months after the Effective Date;

2. a further [one twelfth] of the balance of the Option Shares shall vest [15] months after the Effective Date with an additional [one twelfth] vesting after each [3] month period thereafter (with the intent that 100% of the Option Shares will have vested [48] months after the Effective Date);

and the Option shall be exercisable at any time after the date it has first vested (to the extent vested).

Notwithstanding any of the above:

(a) no Option Shares shall vest after the date on which the Executive ceases to be employed by (or a director of) the Company or any member of the Group unless the Board (having obtained the consent of the Investor Director) determines otherwise; and

(b) no Option Shares shall vest after the date of a Sale (save to the extent the Board, having obtained the consent of the Investor Director, determines otherwise);

and the Option shall lapse immediately with respect to those Option Shares that shall not vest.

21

Appendix: Articles of Association of the Company

22

With Change of Control Termination

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

AND

[•]

INDIVIDUAL OPTION AGREEMENT

(Europe & Rest-of-World)

CONTENTS

1	DEFINITIONS	3
2	GRANT OF OPTION	8
3	MANNER OF EXERCISE OF OPTIONS	9
4	TAXATION MATTERS	10
5	TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS	11
6	VARIATION OF SHARE CAPITAL	13
7	EXCHANGE OF SHARES FOR SHARES OF ANOTHER COMPANY	13
8	POWER OF ATTORNEY	15
9	MARKET STANDOFF	16
10	MISCELLANEOUS	18

2

With Change of Control Termination

OPTION AGREEMENT DATED [•]

BETWEEN:

(1) MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C., company number C40465, a public limited company whose registered office is at Aragon House Business Centre, Dragonara Road, St Julian’s, STJ 3140, Malta (the “Company”) and;

(2) [•] of [•] (the “Executive”).

RECITALS

(A) The Executive is a key employee and/or director within the Group at the date of this agreement.

(B) The Company wishes to grant to the Executive an option to acquire Shares (as defined in this agreement) upon and subject to the terms of this agreement.

1 DEFINITIONS

1.1 In this agreement the following words and expressions shall have the following meanings and, unless the context requires otherwise (or the term is otherwise defined herein) the terms defined in the Articles shall have the same meanings in this agreement:

“Acquiring Company”

means a company which acquires shares in the capital of the Company pursuant to a Sale;

“Articles”

means the articles of association of the Company in effect from time to time;

“Asset Sale”

means the disposal by any one or more members of the Group of assets (whether together with associated liabilities or otherwise and as part of an undertaking or otherwise) which represent 50% or more (by book value) of the consolidated gross assets of the Group at that time but excluding any such disposal to another member of the Group;

“Auditors”

means the auditors for the time being of the Company (acting as experts and not as arbitrators);

3

With Change of Control Termination

“Board”

means the board of directors of the Company or a duly constituted committee thereof;

“Change of Control Period”

means a period that commences on the date that falls three months prior to the date of exchange of contracts in relation to an applicable Sale and terminates on the date that falls 12 months immediately after the completion of an applicable Sale;

“Change of Control Termination”

means the termination of the employment of the Executive during a Change of Control Period where:

(a) the Company or other relevant member of the Group serves notice to terminate the employment of the Executive, save where it is entitled summarily to terminate the Executive’s employment without notice or payment in lieu of notice under the Service Agreement; or

(b) the Executive terminates their employment with the Company or any relevant member of the Group with or without notice for Good Reason (other than in circumstances where the Company or other relevant member of the Group has reasonable grounds for summary dismissal without notice or payment in lieu of notice under the Service Agreement) provided that the Executive must, before he terminates his employment for Good Reason, and if (on a reasonable view) the circumstances that constitutes Good Reason are remediable, have first given the Company or relevant member of the Group a written notice stating clearly the event or circumstance that constitutes Good Reason in his belief, acting in good faith, and given the Company or relevant member of the Group a period of not less than 15 working days to cure the event or circumstance allegedly constituting Good Reason and no Good Reason shall exist if on a reasonable view the event or circumstance is cured by the Company or relevant member of the Group;

“Date of Exercise”

means the date on which the Company receives both the written notice and any payment (if required) referred to in Clause 3.1;

“Dealing Code”

means any code or regulations adopted by any relevant listing authority or stock exchange which restricts dealings in securities issued by the Company and/or such other rules and regulations adopted by the Company which govern dealing in Shares, interests in Shares, options or rights over Shares or interests in Shares;

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With Change of Control Termination

“Effective Date”

[•];

“Eligible Person”

means any individual who is an employee or director of a member of the Group;

“Exercise Price”

means the sum of [•] per Option Share, adjusted if appropriate pursuant to Clause 6;

“Good Leaver”

means the Executive ceasing to be an employee and/or director of any member of the Group:

(a) as a result of his death, permanent incapacity due to ill health or retirement in accordance with his contract of employment; or

(b) due to dismissal of the Executive by the Company or any member of the Group without notice or payment in lieu in circumstances where the Company or other member of the Group is not entitled to summarily dismiss or, if the Executive is located in Romania (in which case the foregoing provisions of this paragraph (b) shall not apply), due to dismissal of the Executive by the Company or any member of the Group due to reasons not related to the Executive’s fault; or

(c) in circumstances where the Board determines (subject to the Investor Director voting in favour of such determination) in its absolute discretion the Executive to be a Good Leaver; or

(d) in circumstances where either (i) the Company or other relevant member of the Group serves notice to terminate the employment of the Executive; or (ii) the Executive serves notice to terminate their employment with the Company or relevant member of the Group for a Good Reason; in each case in circumstances other than where the Company or relevant member of the Group is entitled summarily to terminate the Executive’s employment without notice or payment in lieu of notice under the Service Agreement; or

(e) in circumstances where the termination of the Executive’s employment by the Company or any member of the Group constitutes a Change of Control Termination;

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With Change of Control Termination

“Good Reason”

means grounds that entitle the Executive to treat himself as being constructively dismissed [(within the meaning of section 95(1)(c) of the Employment Rights Act 1996)] [UK only] as may be determined by a court of competent jurisdiction. Examples of such grounds may include, but are not limited to, circumstances where the Executive is required to permanently relocate outside of [Greater London], where the Executive’s pay is unilaterally reduced, where the Company is in material breach of the Service Agreement, or where on a Sale the acquiring entity did not give the Executive options, compensation or equity of at least the same value as the value of any shares under option (net of exercise price) held by the Executive which are no longer capable of vesting or being exercised after such Sale;

“Grant Date”

[•];

“Group”

has the meaning given in the Articles and “member of the Group” shall be construed accordingly;

“HMRC”

means HM Revenue & Customs (or any other taxation or other authority in any other jurisdiction, as applicable);

“Investor Director”

has the meaning given in the Articles;

“ITEPA”

means the Income Tax (Earnings and Pensions) Act 2003;

“Liquidation”

whether voluntary or compulsory, means the passing of a resolution for the winding-up of the Company;

“Listing”

means:

(a) the admission of all or any of the shares in the capital of the Company to trading on a market for listed securities designated by the Financial Markets Act (Cap. 345 of the laws of Malta) as a Recognized Investment Exchange (as defined in the Articles), together with the admission of such shares to the relevant Official List (as defined in the Articles); or

(b) if the Investors (as defined in the Articles) in their absolute discretion so determine, the admission of such shares to, or to trading on, any other market wherever situated together, if necessary, with the admission of such shares to listing on any official or otherwise prescribed list maintained by a competent or otherwise prescribed listing authority;

6

With Change of Control Termination

“Market Value”

means on any day the market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 or, if the Shares are quoted on the official list of a Recognized Investment Exchange, the average of the middle market quotations of a Share as derived from the relevant Official List for the three immediately preceding dealing days;

“Option”

means the right to acquire Shares granted under this agreement;

“Option Shares”

means the [•] Shares which are the subject of the Option;

“Sale”

has the meaning given in the Articles, save that unless the Board (and the Investor Director) determine otherwise, it shall not constitute a Sale where the person (or Connected Persons or group of persons Acting in Concert (as defined in the Articles)) acquiring or obtaining shares in the circumstances giving rise to the “Sale” are (in the reasonable opinion of the Board) Apax entities;

“Service Agreement”

the Executive’s service agreement with [employer], dated •, as amended from time to time;

“Share”

means a D1 Ordinary Share of €0.000149 in the capital of the Company (or such other nominal value as may be determined by the Company in general meeting from time to time);

“Tax Liability”

the amount of income tax, withholding tax and/or employee social security contributions (or any similar taxes in a jurisdiction other than the United Kingdom) which the Company or other member of the Group would be required to account for to HMRC (a) as a consequence of the Executive exercising the Option or acquiring Shares pursuant to such exercise and/or (b) on any gain realised or deemed to have been realised by the Executive in respect of the Option or the Option Shares, provided that employer’s national insurance contributions (or similar contributions in a jurisdiction other than the United Kingdom) shall not constitute Tax Liabilities and such amounts shall be payable by the Company or other member of the Group.

7

With Change of Control Termination

1.2 So far as not inconsistent with the context:-

1.2.1 Any reference herein to any enactment shall be construed as a reference to that enactment as for the time being amended or re-enacted.

1.2.2 All references to the masculine gender shall be deemed also to be references to the feminine gender and all references to the singular include the plural and vice versa.

1.2.3 All references to clauses or sub-clauses are unless the context otherwise requires to clauses or sub-clauses of this agreement.

1.2.4 The headings to clauses of this agreement are for convenience only and have no legal effect.

2 GRANT OF OPTION

2.1 The Company hereby grants to the Executive the right, upon the terms and subject to the conditions of this agreement, exercisable to the extent that the Option has vested in accordance with, and on the dates specified in, Schedule 1, to purchase the Option Shares for the Exercise Price.

2.2 The Option is granted on the Grant Date.

2.3 The Option may be exercised in whole or in part, and if exercised in part the Option shall remain exercisable in respect of the remaining Option Shares on the same terms hereof. Notwithstanding the foregoing, from and following a Listing the Option may not be exercised at any time when such exercise is prohibited by any Dealing Code.

2.4 The Option is personal to the Executive. It may not be transferred, assigned or charged or otherwise alienated and any purported transfer, assignment, charge or other alienation shall cause the Option to lapse forthwith. The Option may be surrendered at any time by the Executive.

2.5 The Option shall lapse automatically (in so far as it has not been exercised) on the earliest of:-

2.5.1 the tenth anniversary of the Grant Date;

2.5.2 the date on which it lapses under Clause 2.4;

8

With Change of Control Termination

2.5.3 unless the Company otherwise decides (it being able to impose such conditions as it sees fit in the event that it exercises its discretion in this regard), 40 calendar days after the Option has become exercisable in accordance with Clause 5 (but excluding Clause 5.2) save that where the Executive is employed by a member of the Group on the date of a Sale and such Sale would otherwise cause the Option to lapse under this clause 2.5.3 the Option shall lapse only in respect of such of the Option Shares as have vested as at the relevant lapse date, the balance of the Option lapsing under this clause 2.5.3 12 calendar months after the date of the Sale;

2.5.4 the Executive being adjudicated bankrupt by a court of law;

2.5.5 forthwith upon the Executive ceasing to be an Eligible Person other than in circumstances where the Executive is a Good Leaver;

2.5.6 the date falling 90 calendar days after the Executive ceases to be an Eligible Person in circumstances where the Executive is a Good Leaver (or such longer period as the Board, having obtained the consent of the Investor Director, may determine in its absolute discretion); and

2.5.7 unless the Board determines otherwise, on completion of any Exchange if the Executive has not entered into an agreement for the grant of a New Option in accordance with Clause 7.

3 MANNER OF EXERCISE OF OPTIONS

3.1 To the extent that the Option has become exercisable pursuant to this agreement, the Option may be exercised (in whole or in part) by the Executive, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which he wishes to exercise the Option accompanied by:

3.1.1 the payment of the total Exercise Price due in respect of the number of Shares specified in the exercise notice, save to the extent that the Executive has made other arrangements for the payment of the total Exercise Price (such as, after Listing, the Executive selling sufficient number of the Shares as generates proceeds to pay the Exercise Price and using those proceeds to satisfy the same) which are satisfactory to the Company or the Company permits the cashless exercise of the Option pursuant to Clause 3.5; and

3.1.2 if required by the Company, the amount due under Clause 4 in respect of any Tax Liability.

3.2 Where the Option has been properly exercised, the Shares in respect of which the Option has been exercised shall be issued or transferred pursuant to a notice of exercise within 30 calendar days of the Date of Exercise. Where any Dealing Code prohibits the issue or transfer of the relevant Shares during such 30 day period, such 30 day period shall be extended by the number of days (plus three further days) during which the prohibition applies.

9

With Change of Control Termination

3.3 Where the Option is exercised only in part the balance shall remain exercisable on the same terms as originally applied to the whole Option.

3.4 The Executive hereby agrees that if the Option is exercised prior to a Listing the Executive shall, as a condition of such exercise, enter into a subscription agreement in respect of the Option Shares (the “Subscription Agreement”) and a deed of adherence to a shareholders agreement, each in the form approved by the Board.

3.5 Notwithstanding any other provision of this agreement, if the Executive serves a valid exercise notice and, as a result, the Company is obliged to issue or transfer a number of Shares to the Executive in exchange for the payment of a corresponding Exercise Price then the Company shall, at its sole discretion and subject always to applicable law, be entitled to satisfy that obligation by issuing, transferring or procuring the transfer to the Executive (at no cost to the Executive or at a cost which reflects only the nominal value of the relevant Shares) such reduced number of Shares as will (in the opinion of the Board) deliver equivalent value to the Executive.

4 TAXATION MATTERS

4.1 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:-

4.1.1 the Company or other member of the Group is able to deduct or, where possible, withhold, an amount equal to the whole of the Tax Liability from the Executive’s net pay for the next pay period; or

4.1.2 the Executive has paid to the Company or other member of the Group an amount equal to the Tax Liability; or

4.1.3 the sum of the amount that the Executive has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Executive’s net pay for the next pay period is equal to or more than the Tax Liability; or

4.1.4 the Executive enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company.

10

With Change of Control Termination

4.2 The Executive agrees that if requested to do so by the Board he shall immediately upon exercise of the Option enter into an irrevocable joint election with his employing company (or the company of which he is a director) pursuant to section 431 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) in a form specified by the Board that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) and sections 425 to 430 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) are not to apply to such Shares.

4.3 The Executive hereby agrees to indemnify and hold the Company and each member of the Group harmless against any Tax Liability.

5 TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS

5.1 Sale or Asset Sale

5.1.1 In the event that a Sale or an Asset Sale takes place, the Option may be exercised within 40 calendar days of such Sale or Asset Sale (as applicable) occurring (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1).

5.1.2 In the event that the Board becomes aware that an offer has been made which, if completed, would lead to this Option becoming exercisable under Clause 5.1.1, it may at its absolute discretion resolve that this Option becomes exercisable under Clause 5.1.1 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1) within such period as is determined by the Board and notified to the Executive (prior to any Sale or Asset Sale as mentioned in Clause 5.1.1) and, in the event that the Option is not exercised during this period, it shall lapse to the extent provided by clause 2.5.3 but as if the reference to “40 calendar days after the Option has become exercisable in accordance with clause 5 (but excluding clause 5.2)” in that clause reads “on the expiry of the period determined by the Board under clause 5.1.2”.

11

With Change of Control Termination

5.2 Listing

5.2.1 An Option may be exercised on or following a Listing in accordance with Clause 5.2.2 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1).

5.2.2 As soon as the Board has become aware that firm negotiations have been entered into or firm proposals have been made for the Listing, the Board may notify the Executive that such negotiations or proposals have been entered into or made. Within one week of such notification, the Executive may exercise the Option (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1). The Board may specify in the notification that the exercise of the Option under this Clause 5.2.2 shall be conditional upon completion of the Listing (and for the purposes of this Clause 5.2, “completion” in relation to a Listing shall be the admission or granting of permission referred to in the definition of “Listing”) and in such a case, in the event that the Listing does not proceed, the notice of exercise shall be deemed never to have been served.

5.3 Exchange of Options

5.3.1 In the event that a Sale takes place, the Executive may at any time within six months of the Sale by agreement with the Acquiring Company release his rights under the Option (in this clause referred to as “the old rights”) in consideration for the grant to him of rights (in this clause referred to as “the new rights”) which are equivalent to the old rights but relate to shares in a different company.

5.3.2 The new rights referred to in Clause 5.3.1 above shall not be regarded for the purposes of this Clause 5 as equivalent to the old rights unless:

5.3.2.1 the new rights are granted to the Executive by reason of his employment with the Acquiring Company or any of its 51% subsidiaries;

5.3.2.2 the total Market Value of the Shares which are the subject of the Option immediately before the release of the Executive’s old rights is substantially equivalent to the total Market Value of the shares (which are the subject of the new rights) immediately after the grant of the new rights to the Executive; and

5.3.2.3 the total amount payable by the Executive for the acquisition of shares in pursuance of the new rights is substantially equivalent to the total amount that would be payable for the acquisition of Shares in pursuance of the old rights.

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With Change of Control Termination

5.3.3 Where any new rights are granted pursuant to this Clause 5.3 this agreement shall in relation to the new rights be construed as if references to the Company and to the Shares were references to the Acquiring Company or as the case may be to the company in whose shares the new rights relate and to the shares of the Acquiring Company or of the other company in whose shares the new rights relate.

5.4 Liquidation

If the Company passes an extraordinary resolution for dissolution and consequential voluntary winding up of the Company, the Option may be exercised until the commencement of such winding up (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1) at the expiry of which period it shall lapse.

6 VARIATION OF SHARE CAPITAL

6.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, or if any of the shares in the Company are to be converted to shares of another class pursuant to the provisions of the Articles (including, but not limited to, a conversion of D1 Ordinary Shares into A Ordinary Shares and/or Deferred Shares (as defined in the Articles) immediately prior to a Listing), the limit on the number of Shares available under the Option, the number, class and nominal amount of Shares subject to the Option (the definition of “Shares” being adjusted accordingly) and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted in such manner as the Board considers reasonable PROVIDED THAT:-

6.1.1 the aggregate amount payable on the exercise of an Option in full is not increased (subject to Clause 6.1.2); and

6.1.2 the Exercise Price for a Share is not reduced below its nominal value.

7 EXCHANGE OF SHARES FOR SHARES OF ANOTHER COMPANY

7.1 If the Company is or is to be the subject of a transaction whereby all or substantially all of the issued share capital of the Company is or is to be exchanged for issued share capital in another company or body corporate wherever incorporated, (the “New Company”) with the result that (in the reasonable opinion of the Board) the beneficial ownership of the issued share capital in the New Company is (or is to be)

13

With Change of Control Termination

substantially the same as the beneficial ownership of the issued share capital in the Company immediately prior to such transaction (the “Exchange”), the Executive shall (if so requested by the Company) release his rights (including his right to acquire Shares) under this agreement (the “Old Option”) in consideration for the grant to him of equivalent rights granted by the New Company (including a right to acquire shares in the New Company) (the “New Option”). The determination of such equivalence shall be made in the sole discretion of the Board whose decision shall be final and binding.

7.2 The New Option shall be on terms and conditions that are (in the opinion of the Board) equivalent to the terms and conditions of this agreement save that where a provision in this agreement refers to the Company the corresponding provision in the agreement governing the New Option (the “New Option Agreement”) shall (unless the Board considers the context requires otherwise) instead refer to the New Company, provided that:

7.2.1 the number (and class) of shares in the New Company subject to the New Option may be different to the number (and class) of Shares subject to the Old Option, provided that (in the opinion of the Board) there shall be no material enlargement or dilution of the Executive’s interest; and

7.2.2 the exercise price payable per share of the New Company under the New Option may be different to the Exercise Price per Share under the Old Option, provided that (i) the exercise price per share of the New Company under the New Option shall be at least the nominal value of such share and (ii) the aggregate exercise price for all of the shares of the New Company subject to the New Option immediately after the Exchange shall be substantially equivalent to the aggregate Exercise Price of all of the Shares subject to the Old Option immediately prior to the Exchange.

7.3 The New Option Agreement may take account of any other matters (such as, without limitation, variations between the Articles and the constitutional documents governing the corporation or company in which the New Shares are issued and in the case of the corporation or company being incorporated in another jurisdiction, differences between the laws of Malta and the laws applicable to such company or corporations) that the Board considers necessary or desirable to give effect to the commercial intention of the arrangement envisaged by this agreement.

14

With Change of Control Termination

8 POWER OF ATTORNEY

8.1 The Executive:

8.1.1 hereby irrevocably appoints the Company as his attorney (“Attorney”) for all purposes referred to in this agreement or any New Option Agreement and irrevocably authorises the Attorney (on the Executive’s behalf) to execute any and all document(s) and to do any and all acts and things as the Attorney in its absolute discretion considers necessary or desirable in order to give full effect to the terms of this agreement, the New Option Agreement, the terms of the Articles (or the articles of association of the New Company) or the release of the Old Option and grant of the New Option in connection with the Exchange. Every attorney that may be appointed by virtue of this clause shall be considered to act singly as the true and lawful attorney of the Executive with full power of substitution as specified herein;

8.1.2 agrees that the Attorney may in his name or otherwise on the Executive’s behalf:

8.1.2.1 execute any New Option Agreement on the Executive’s behalf; and/or

8.1.2.2 approve any alteration to this agreement or the New Option Agreement pursuant to Clause 6 (or equivalent provisions of the New Option Agreement).

8.2 The Executive hereby authorises the Attorney to:

8.2.1 delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise, and vary or revoke such delegation at any time; and

8.2.2 appoint one or more persons to act as substitute attorney for the Executive and to exercise one or more of the powers conferred on the Attorney by this power of attorney and revoke any such appointment,

provided that neither of the above appointments shall constitute the appointment of a new attorney (for the same business of the mandate created by virtue of Clause 8.1 or otherwise) or the revocation of the said mandate given to the Attorney.

15

With Change of Control Termination

8.3 The Executive undertakes:

8.3.1 to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney and hereby ratifies and confirms and agrees to ratify and confirm any act whatsoever the Attorney shall lawfully do or cause to be done and all documents executed by the Attorney in the exercise or proposed exercise of all or any of his powers; and

8.3.2 to indemnify and hold each Attorney harmless against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

8.4 The Executive declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact. The Attorney is expressly authorised to act under this Power of Attorney.

8.5 The Executive agrees that the Attorney shall not accept any responsibility and shall not be under any liability for any act or omission of the Attorney or any of its representatives (save in the case of the Attorney’s own fraud, gross negligence or wilful misconduct).

8.6 The Executive agrees that the power of attorney and other authorities on the terms conferred by or referred to in this agreement are given by way of security for the performance of the obligations of the Executive and are irrevocable, to the extent permitted by applicable law, in accordance with section 4 of the Powers of Attorney Act 1971 and, in terms of Maltese law in so far as it may be applicable, article 1887 of the Civil Code (Cap. 16 of the Laws of Malta). Such power of attorney shall be irrevocable except with written consent of the Attorney.

8.7 The Board shall notify the Executive as soon as reasonably practicable following an Exchange of the release of the Old Option and the grant of the New Option or of any pre-Listing restructuring, reconstruction or amalgamation involving the share capital of the Company or New Company. Notwithstanding such release the power of attorney granted under this Clause 8 shall remain valid, binding and in existence.

9 MARKET STANDOFF

9.1 The Executive agrees that in the event of a Listing, with respect to any Shares acquired by the Executive pursuant to the exercise of the Option, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing), the Executive will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public

16

With Change of Control Termination

(“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) calendar days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of Shares permitted under Clause 9.2 so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Clause 9.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this clause and to impose stop transfer instructions with respect to the Shares until the end of such period. The Executive further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

9.2 The following transfers will be exempt from Clause 9.1: (i) the transfer of any or all of the Shares during the Executive’s lifetime by gift or on the Executive’s death by will or intestacy to any member(s) of the Executive’s “Immediate Family” (as defined below) or (ii) to a trust for the benefit of the Executive and/or member(s) of the Executive’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of Clause 9.1 will continue to apply to the transferred Shares in the hands of such transferee or other recipient. The term “Immediate Family” means the Executive’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of the Executive or the Executive’s spouse, or the spouse of any of the above or Spousal Equivalent. A person is deemed to be a “Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the transferee and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither is married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last twelve (12) months and intend to do so indefinitely.

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With Change of Control Termination

10 MISCELLANEOUS

10.1 The terms of this agreement shall in all respects be administered by the Board, and in the event of any dispute or disagreement as to the interpretation of this agreement, or as to any question or right arising from or related to this agreement, the decision of the Board shall be final and binding upon all persons.

10.2 Subject to Clause 8, the Board may at any time and from time to time make any alterations to this agreement which it thinks fit provided that:

10.2.1 any alteration to this agreement which is necessary to comply with or to take account of any applicable legislation or statutory regulations or any change in them, or any requirements of any tax authority or to obtain or maintain favourable taxation, exchange and/or regulatory treatment for the Company, any Group member or the Executive, may be made without the consent of the Executive; and

10.2.2 (subject to Clause 10.2.1) no alteration which would materially and unfairly increase the liability of the Executive or materially and unfairly decrease the value of his subsisting rights under this agreement shall be made without the Executive’s prior written consent.

10.3 Subject to Clause 10.2 and Clause 8, no variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.

10.4 This agreement shall be binding upon each party’s successors and assigns and personal representatives (as the case may be) but except as expressly provided herein none of the rights of the parties under this Agreement may be assigned or transferred.

10.5 Notwithstanding any other provision of this agreement:

10.5.1 this agreement shall not form part of any contract of employment or office between the Company or any other member of the Group and the Executive and the rights and obligations of the Executive under the terms of his office or employment with the Company or any other member of the Group shall not be affected by this agreement and this agreement shall afford the Executive no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever;

10.5.2 this agreement shall not confer on the Executive any legal or equitable rights (other than those constituting the Option) against the Company or any other member of the Group directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any other member of the Group; and

18

With Change of Control Termination

10.5.3 the Executive shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being unable to exercise the Option in consequence of the loss or termination of his office or employment with the Company or any other member of the Group for any reason whatsoever.

10.6 Any notice or other communication under or in connection with this agreement may be given:

10.6.1 by personal delivery or by sending the same by post, to the Executive at his last known address, or to the address of the place of business at which he performs the whole or substantially the whole of his duties of his office or employment, and to the Company at its registered office and where a notice or other communication is given by post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped; or

10.6.2 to the Executive by electronic communication to his usual business address or to such other address for the time being notified for that purpose to the person giving the notice.

10.7 This agreement constitutes the whole agreement between the parties hereto. The Executive agrees that in entering into this agreement he does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding other than as set out in this agreement. The only remedy available to the Executive in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of this agreement. Nothing in this sub-clause shall operate to exclude liability for fraud.

10.8 The Executive shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction in order to permit the grant or exercise of the Option. Neither the Company nor any other member of the Group shall be responsible for any failure by the Executive to obtain any such consent or for any tax or other liability to which the Executive may become subject as a result of his exercise of the Option.

10.9 After exercise of the Option and issuance or transfer of the Option Shares, the Executive shall become bound by the provisions of the Articles (a copy of which is appended to and forms part of this agreement) and in particular in relation to the provisions relating to the transfer of shares which are contained in the Articles.

19

With Change of Control Termination

10.10 Subject to Clause 10.11, the Executive consents that the Company shall collect and process his/her personal data for the purposes set out in this agreement and in terms of the Data Protection Act (Cap. 440 of the Laws of Malta) or similar laws in other applicable jurisdictions. The Executive further consents to the processing and release of the information contained herein by the Company (including, but without prejudice to the generality of the foregoing, such person’s name, address, age and salary details) to any other members of the Group or any third parties in connection with the administration of this Option or for the purpose of complying with any legal obligations. To the extent required by law, the Executive has the right to access data which the Company holds about him, and, where applicable, the right to ask for a rectification or erasure of such data.

10.11 This Clause 10.11 shall only apply if the Executive is located in Romania, in which case Clause 10.10 will not apply. The Executive consents that the Company shall collect and process his/her name, address, age and salary details for the purposes of participating in the Option as set out in this agreement and in terms of the Data Protection Act (Cap. 440 of the Laws of Malta) or similar laws in other applicable jurisdictions (such as the Romanian law 677/2001 on the protection of individuals with regard to the processing of personal data and the free movement of such data). The Executive further consents to the processing and release of the information contained herein by the Company to any other members of the Group or any third parties in connection with the administration of this Option within the EU and EEA. In respect of such processing the Executive has the following rights: the right of free access to the data, the right to be informed, the right to interfere with the data and to request the amendment or deletion thereof, the right to oppose to the processing of the respective personal data, the right not to be subject to an individual decision based on automatic processing and the right to address to a court of law for a rectification or erasure of such data.

10.12 This deed may be executed in any number of counterparts each of which shall constitute an original but all of which shall constitute one and the same instrument.

10.13 A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that any person which is obliged to account for any Tax Liability shall be entitled to enforce Clause 4 and that any holding company of the Company (from time to time) may enforce any of the provisions of this agreement (“holding company” having the meaning given in section 1159 Companies Act 2006 for this purpose (but, for the

20

With Change of Control Termination

purposes of section 1159(1) of the Companies Act 2006, a company shall be treated as a member of another company if any shares in that other company are registered in the name of either (a) a person by way of security (where the company has provided the security) or (b) a person as nominee for the company)). This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. The Company may assign any of its rights under this agreement.

10.14 This agreement (including the power of attorney granted hereunder) shall be interpreted and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this agreement.

21

With Change of Control Termination

IN WITNESS whereof the parties have executed this agreement as a Deed on the date set out above.

EXECUTED AS A DEED by	)
MIDASPLAYER INTERNATIONAL	)
HOLDING COMPANY P.L.C.	)
acting by a director in the presence	)
of a witness:-	)

Director

Witness’ Signature:
Witness’ Name:
Witness’ Address:	King, 10th Floor, Central St Giles
	1 St Giles High Street, London WC2H 8AG
Witness’ Occupation:	Solicitor

EXECUTED AS A DEED by	)
[•]	)
in the presence of:-	)

Witness’ Signature:
Witness’ Name:
Witness’ Address:	King, 10th Floor, Central St Giles
	1 St Giles High Street, London WC2H 8AG
Witness’ Occupation:	Solicitor

22

With Change of Control Termination

Schedule 1

General Vesting

For the purposes of this agreement:

1. one [quarter] of the Option Shares shall vest [12] months after the Effective Date;

2. a further [one twelfth] of the balance of the Option Shares shall vest [15] months after the Effective Date with an additional [one twelfth] vesting after each [3] month period thereafter (with the intent that 100% of the Option Shares will have vested [48] months after the Effective Date);

and the Option shall be exercisable at any time after the date it has first vested (to the extent vested).

Notwithstanding any of the above:

(a) no Option Shares shall vest after the date on which the Executive ceases to be employed by (or a director of) the Company or any member of the Group (“Cessation Date”) unless the Board (having obtained the consent of the Investor Director) determines otherwise save that:

(i) in the event that the relevant member of the Group that is the Executive’s employer terminates his employment (otherwise than in circumstances where it is entitled to do so summarily under the terms of the Service Agreement) and the Executive’s employer makes a payment in lieu of any part of the contractual notice period, any Option Shares that would have vested under paragraphs 1 and 2 above during the period that would otherwise have been the notice period shall be treated as having vested on the Cessation Date; and

(ii) in the event of a Change of Control Termination, 50% of any of the Option Shares that have not vested shall be treated as vested on the Cessation Date; and

(b) no Option Shares shall vest after the date of a Sale (save to the extent the Board, having obtained the consent of the Investor Director, determines otherwise and save to the extent they vest under paragraph (a)(ii) above);

and, if any of the Option Shares are no longer capable of vesting, the Option shall lapse immediately with respect to those Option Shares that shall not vest.

23

With Change of Control Termination

Appendix: Articles of Association of the Company

24

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

AND

[•]

INDIVIDUAL OPTION AGREEMENT

CONTENTS

1	DEFINITIONS	3
2	GRANT OF OPTION	8
3	MANNER OF EXERCISE OF OPTIONS	9
4	TAXATION MATTERS	10
5	TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS	11
6	VARIATION OF SHARE CAPITAL	13
7	EXCHANGE OF SHARES FOR SHARES OF ANOTHER COMPANY	13
8	POWER OF ATTORNEY	14
9	MARKET STANDOFF	16
10	MISCELLANEOUS	17

2

OPTION AGREEMENT DATED:

BETWEEN:

(1) MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C., company number C40465, a public limited company whose registered office is at Aragon House Business Centre, Dragonara Road, St Julian’s, STJ 3140, Malta (the “Company”) and;

(2) [•] of [•] (the “Executive”).

RECITALS

(A) The Executive is a key employee within the Group at the date of this agreement.

(B) The Company wishes to grant to the Executive an option to acquire Shares (as defined in this agreement) upon and subject to the terms of this agreement.

1 DEFINITIONS

1.1 In this agreement the following words and expressions shall have the following meanings and, unless the context requires otherwise (or the term is otherwise defined herein) the terms defined in the Articles shall have the same meanings in this agreement:

“Acquiring Company”

means a company which acquires shares in the capital of the Company pursuant to a Sale;

“Articles”

means the articles of association of the Company in effect from time to time;

“Asset Sale”

means the disposal by any one or more members of the Group of assets (whether together with associated liabilities or otherwise and as part of an undertaking or otherwise) which represent 50% or more (by book value) of the consolidated gross assets of the Group at that time but excluding any such disposal to another member of the Group;

“Auditors”

means the auditors for the time being of the Company (acting as experts and not as arbitrators);

3

“Board”

means the board of directors of the Company or a duly constituted committee thereof;

“Change of Control Period”

means a period that commences on the date that falls three months prior to the date of exchange of contracts in relation to an applicable Sale and terminates on the date that falls 18 months immediately after the completion of an applicable Sale;

“Change of Control Termination”

means the termination of the employment of the Executive during a Change of Control Period where:

(a) the member of the Group that is the Executive’s employer (“Employer”) serves notice to terminate the employment of the Executive, save where the employment of the Executive is terminated summarily in accordance with clause 15.1 of her service agreement; or

(b) the Executive terminates her employment with or without notice for Good Reason (other than in circumstances where the Employer has reasonable grounds for summary termination under clause 15.1 of her service agreement) provided that the Executive must, before she terminates her employment for Good Reason, and if (on a reasonable view) the circumstances that constitutes Good Reason are remediable have first given the Employer a written notice stating clearly the event or circumstance that constitutes Good Reason in her belief, acting in good faith, and given the Employer a period of not less than 15 working days to cure the event or circumstance allegedly constituting Good Reason and no Good Reason shall exist if on a reasonable view the event or circumstance is cured by the Employer;

“Code”

means the United States Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder;

“Date of Exercise”

means the date on which the Company receives both the written notice and any payment (if required) referred to in Clause 3.1;

“Dealing Code”

means any code or regulations adopted by any relevant listing authority or stock exchange which restricts dealings in securities issued by the Company and/or such other rules and regulations adopted by the Company which govern dealing in Shares, interests in Shares, options or rights over Shares or interests in Shares;

4

“Effective Date”

[•];

“Eligible Person”

means any individual who is an employee of a member of the Group;

“Exercise Price”

means the sum of USD $[•] per Option Share, adjusted if appropriate pursuant to Clause 6;

“Good Leaver”

means the Executive ceasing to be an employee of any member of the Group:

(a) as a result of her death, permanent incapacity due to ill health or retirement in accordance with her contract of employment; or

(b) due to dismissal of the Executive by the Company or any member of the Group without notice or payment in lieu in circumstances where the Company or other member of the Group is not entitled to summarily dismiss; or

(c) in circumstances where the Board determines (subject to the Investor Director voting in favour of such determination) in its absolute discretion the Executive to be a Good Leaver; or

(d) in circumstances where either (i) the Company or other relevant member of the Group serves notice to terminate the employment of the Executive; or (ii) the Executive serves notice to terminate her employment and her employment with the Company or the relevant member of the Group terminates on or before 30 September 2015 for a Good Reason; or (iii) the Executive serves notice to terminate her employment and her employment with the Company or the relevant member of the Group terminates at any time after 30 September 2015, whether or not for a Good Reason; in each case in circumstances other than where the Company or relevant member of the Group is entitled summarily to terminate her employment under clause 15 of her service agreement;

(e) in circumstances where termination of the Executive’s employment constitutes a Change of Control Termination;

“Good Reason”

shall mean grounds that entitle the Executive to treat herself as being constructively dismissed (within the meaning of section 95(1)(c) of the Employment Rights Act 1996) as may be determined by a court of competent jurisdiction. Examples of such

5

grounds may include, but are not limited to, circumstances where the Executive is required to permanently relocate outside of Greater London, where the Executive’s pay is unilaterally reduced, where the member of the Group that is the Executive’s employer is in material breach of the Executive’s service agreement, where the scope of the Executive’s role is materially reduced, where the level or status attached to the Executive’s role is reduced or where on a Sale the acquiring entity did not give the Executive options, compensation or equity of at least the same value as the value of any shares under option (net of exercise price) held by the Executive which are no longer capable of vesting or being exercised after such Sale;

“Grant Date”

[•];

“Group”

has the meaning given in the Articles and “member of the Group” shall be construed accordingly;

“HMRC”

means HM Revenue & Customs (or any other taxation or other authority in any other jurisdiction, as applicable);

“Investor Director”

has the meaning given in the Articles;

“ITEPA”

means the Income Tax (Earnings and Pensions) Act 2003;

“Liquidation”

whether voluntary or compulsory, means the passing of a resolution for the winding-up of the Company;

“Listing”

means:

(a) the admission of all or any of the shares in the capital of the Company to trading on a market for listed securities designated by the Financial Markets Act (Cap. 345 of the laws of Malta) as a Recognized Investment Exchange (as defined in the Articles), together with the admission of such shares to the relevant Official List (as defined in the Articles); or

(b) if the Investors (as defined in the Articles) in their absolute discretion so determine, the admission of such shares to, or to trading on, any other market wherever situated together, if necessary, with the admission of such shares to listing on any official or otherwise prescribed list maintained by a competent or otherwise prescribed listing authority;

6

“Market Value”

means on any day the market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 or, if the Shares are quoted on the official list of a Recognized Investment Exchange, the average of the middle market quotations of a Share as derived from the relevant Official List for the three immediately preceding dealing days;

“Option”

means the right to acquire Shares granted under this agreement;

“Option Shares”

means the [•] Shares which are the subject of the Option;

“Sale”

has the meaning given in the Articles, save that unless the Board (and the Investor Director) determine otherwise, it shall not constitute a Sale where the person (or Connected Persons or group of persons Acting in Concert (as defined in the Articles)) acquiring or obtaining shares in the circumstances giving rise to the “Sale” are (in the reasonable opinion of the Board) Apax entities;

“Share”

means a D1 Ordinary Share of €[•] in the capital of the Company (or such other nominal value as may be determined by the Company in general meeting from time to time);

“Tax Liability”

the amount of income tax, withholding tax and/or employee social security contributions (or any similar taxes in a jurisdiction other than the United Kingdom) which the Company or other member of the Group would be required to account for to HMRC (a) as a consequence of the Executive exercising the Option or acquiring Shares pursuant to such exercise and/or (b) on any gain realised or deemed to have been realised by the Executive in respect of the Option or the Option Shares, provided that employer’s national insurance contributions (or similar contributions in a jurisdiction other than the United Kingdom) shall not constitute Tax Liabilities and such amounts shall be payable by the Company or other member of the Group.

1.2 So far as not inconsistent with the context:-

1.2.1 Any reference herein to any enactment shall be construed as a reference to that enactment as for the time being amended or re-enacted.

7

1.2.2 All references to the masculine gender shall be deemed also to be references to the feminine gender and all references to the singular include the plural and vice versa.

1.2.3 All references to clauses or sub-clauses are unless the context otherwise requires to clauses or sub-clauses of this agreement.

1.2.4 The headings to clauses of this agreement are for convenience only and have no legal effect.

2 GRANT OF OPTION

2.1 The Company hereby grants to the Executive the right, upon the terms and subject to the conditions of this agreement, exercisable to the extent that the Option has vested in accordance with, and on the dates specified in, Schedule 1, to purchase the Option Shares for the Exercise Price.

2.2 The Option is granted on the Grant Date with an exercise price per Share of not less than 100% of the fair market value per Share on the Grant Date. The Option is not an incentive stock option within the meaning of Section 422 of the Code.

2.3 The Option may be exercised in whole or in part, and if exercised in part the Option shall remain exercisable in respect of the remaining Option Shares on the same terms hereof. Notwithstanding the foregoing, from and following a Listing the Option may not be exercised at any time when such exercise is prohibited by any Dealing Code.

2.4 The Option is personal to the Executive. It may not be transferred, assigned or charged or otherwise alienated and any purported transfer, assignment, charge or other alienation shall cause the Option to lapse forthwith. The Option may be surrendered at any time by the Executive.

2.5 The Option shall lapse automatically (in so far as it has not been exercised) on the earliest of:-

2.5.1 the tenth anniversary of the Grant Date;

2.5.2 the date on which it lapses under Clause 2.4;

2.5.3 unless the Company otherwise decides (it being able to impose such conditions as it sees fit in the event that it exercises its discretion in this regard), 40 calendar days after the Option has become exercisable in accordance with Clause 5 (but excluding Clause 5.2) save that where the Executive is employed by a member of the Group on the date of a Sale and such Sale would otherwise cause the Option to lapse under this clause 2.5.3, the Option shall lapse only in respect of such of the Option Shares as have vested as at the relevant lapse date, the balance of the Option lapsing under this clause 2.5.3 18 calendar months after the date of the Sale;

8

2.5.4 the Executive being adjudicated bankrupt by a court of law;

2.5.5 forthwith upon the Executive ceasing to be an Eligible Person other than in circumstances where the Executive is a Good Leaver;

2.5.6 the date falling 90 calendar days after the Executive ceases to be an Eligible Person in circumstances where the Executive is a Good Leaver (or such longer period as the Board, having obtained the consent of the Investor Director, may determine in its absolute discretion); and

2.5.7 unless the Board determines otherwise, on completion of any Exchange if the Executive has not entered into an agreement for the grant of a New Option in accordance with Clause 7.

3 MANNER OF EXERCISE OF OPTIONS

3.1 To the extent that the Option has become exercisable pursuant to this agreement, the Option may be exercised (in whole or in part) by the Executive, or as the case may be her personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which she wishes to exercise the Option accompanied by:

3.1.1 the payment of the total Exercise Price due in respect of the number of Shares specified in the exercise notice, save to the extent that the Executive has made other arrangements for the payment of the total Exercise Price (such as, after Listing, the Executive selling sufficient number of the Shares as generates proceeds to pay the Exercise Price and using those proceeds to satisfy the same) which are satisfactory to the Company or the Company permits the cashless exercise of the Option pursuant to Clause 3.5; and

3.1.2 if required by the Company, the amount due under Clause 4 in respect of any Tax Liability.

3.2 Where the Option has been properly exercised, the Shares in respect of which the Option has been exercised shall be issued or transferred pursuant to a notice of exercise within 30 calendar days of the Date of Exercise. Where any Dealing Code prohibits the issue or transfer of the relevant Shares during such 30 day period, such 30 day period shall be extended by the number of days (plus three further days) during which the prohibition applies.

9

3.3 Where the Option is exercised only in part the balance shall remain exercisable on the same terms as originally applied to the whole Option.

3.4 The Executive hereby agrees that if the Option is exercised prior to a Listing the Executive shall, as a condition of such exercise, enter into a subscription agreement in respect of the Option Shares (the “Subscription Agreement”) and a deed of adherence to a shareholders agreement, each in the form approved by the Board.

3.5 Notwithstanding any other provision of this agreement, if the Executive serves a valid exercise notice and, as a result, the Company is obliged to issue or transfer a number of Shares to the Executive in exchange for the payment of a corresponding Exercise Price then the Company shall, at its sole discretion and subject always to applicable law, be entitled to satisfy that obligation by issuing, transferring or procuring the transfer to the Executive (at no cost to the Executive or at a cost which reflects only the nominal value of the relevant Shares) such reduced number of Shares as will (in the opinion of the Board) deliver equivalent value to the Executive.

4 TAXATION MATTERS

4.1 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:-

4.1.1 the Company or other member of the Group is able to deduct or, where possible, withhold, an amount equal to the whole of the Tax Liability from the Executive’s net pay for the next pay period; or

4.1.2 the Executive has paid to the Company or other member of the Group an amount equal to the Tax Liability; or

4.1.3 the sum of the amount that the Executive has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Executive’s net pay for the next pay period is equal to or more than the Tax Liability; or

4.1.4 the Executive enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company.

4.2 The Executive agrees that if requested to do so by the Board she shall immediately upon exercise of the Option enter into an irrevocable joint election with her employing company pursuant to section 431 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom, including section

10

83(b) of the Code) in a form specified by the Board that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) and sections 425 to 430 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) are not to apply to such Shares.

4.3 The Executive hereby agrees to indemnify and hold the Company and each member of the Group harmless against any Tax Liability.

5 TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS

5.1 Sale or Asset Sale

5.1.1 In the event that a Sale or an Asset Sale takes place, the Option may be exercised within 40 calendar days of such Sale or Asset Sale (as applicable) occurring (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1).

5.1.2 In the event that the Board becomes aware that an offer has been made which, if completed, would lead to this Option becoming exercisable under Clause 5.1.1, it may at its absolute discretion resolve that this Option becomes exercisable under Clause 5.1.1 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1) within such period as is determined by the Board and notified to the Executive (prior to any Sale or Asset Sale as mentioned in Clause 5.1.1) and, in the event that the Option is not exercised during this period, it shall lapse at the end of such period to the extent provided by clause 2.5.3 but as if the reference to “40 calendar days after the Option has become exercisable in accordance with clause 5 (but excluding clause 5.2)” in that clause reads “on the expiry of the period determined by the Board under clause 5.1.2”.

5.2 Listing

5.2.1 An Option may be exercised on or following a Listing in accordance with Clause 5.2.2 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1).

5.2.2 As soon as the Board has become aware that firm negotiations have been entered into or firm proposals have been made for the Listing, the Board may notify the Executive that such negotiations or proposals have been entered into or made. Within one week of such notification, the Executive may

11

exercise the Option (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1). The Board may specify in the notification that the exercise of the Option under this Clause 5.2.2 shall be conditional upon completion of the Listing (and for the purposes of this Clause 5.2, “completion” in relation to a Listing shall be the admission or granting of permission referred to in the definition of “Listing”) and in such a case, in the event that the Listing does not proceed, the notice of exercise shall be deemed never to have been served.

5.3 Exchange of Options

5.3.1 In the event that a Sale takes place, the Executive may at any time within six months of the Sale by agreement with the Acquiring Company release her rights under the Option (in this clause referred to as “the old rights”) in consideration for the grant to her of rights (in this clause referred to as “the new rights”) which are equivalent to the old rights but relate to shares in a different company.

5.3.2 The new rights referred to in Clause 5.3.1 above shall not be regarded for the purposes of this Clause 5 as equivalent to the old rights unless:

5.3.2.1 the new rights are granted to the Executive by reason of her employment with the Acquiring Company or any of its 51% subsidiaries;

5.3.2.2 the total Market Value of the Shares which are the subject of the Option immediately before the release of the Executive’s old rights is substantially equivalent to the total Market Value of the shares (which are the subject of the new rights) immediately after the grant of the new rights to the Executive; and

5.3.2.3 the total amount payable by the Executive for the acquisition of shares in pursuance of the new rights is substantially equivalent to the total amount that would be payable for the acquisition of Shares in pursuance of the old rights.

5.3.3 Where any new rights are granted pursuant to this Clause 5.3 this agreement shall in relation to the new rights be construed as if references to the Company and to the Shares were references to the Acquiring Company or as the case may be to the company in whose shares the new rights relate and to the shares of the Acquiring Company or of the other company in whose shares the new rights relate.

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5.4 Liquidation

If the Company passes an extraordinary resolution for dissolution and consequential voluntary winding up of the Company, the Option may be exercised until the commencement of such winding up (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to Schedule 1) at the expiry of which period it shall lapse.

6 VARIATION OF SHARE CAPITAL

6.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, or if any of the shares in the Company are to be converted to shares of another class pursuant to the provisions of the Articles (including, but not limited to, a conversion of D1 Ordinary Shares into A Ordinary Shares and/or Deferred Shares (as defined in the Articles) immediately prior to a Listing), the limit on the number of Shares available under the Option, the number, class and nominal amount of Shares subject to the Option (the definition of “Shares” being adjusted accordingly) and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted in such manner as the Board considers reasonable PROVIDED THAT:-

6.1.1 the aggregate amount payable on the exercise of an Option in full is not increased (subject to Clause 6.1.2); and

6.1.2 the Exercise Price for a Share is not reduced below its nominal value.

7 EXCHANGE OF SHARES FOR SHARES OF ANOTHER COMPANY

7.1 If the Company is or is to be the subject of a transaction whereby all or substantially all of the issued share capital of the Company is or is to be exchanged for issued share capital in another company or body corporate wherever incorporated, (the “New Company”) with the result that (in the reasonable opinion of the Board) the beneficial ownership of the issued share capital in the New Company is (or is to be) substantially the same as the beneficial ownership of the issued share capital in the Company immediately prior to such transaction (the “Exchange”), the Executive shall (if so requested by the Company) release her rights (including her right to acquire Shares) under this agreement (the “Old Option”) in consideration for the grant to her of equivalent rights granted by the New Company (including a right to acquire shares in the New Company) (the “New Option”). The determination of such equivalence shall be made in the sole discretion of the Board whose decision shall be final and binding.

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7.2 The New Option shall be on terms and conditions that are (in the opinion of the Board) equivalent to the terms and conditions of this agreement save that where a provision in this agreement refers to the Company the corresponding provision in the agreement governing the New Option (the “New Option Agreement”) shall (unless the Board considers the context requires otherwise) instead refer to the New Company, provided that:

7.2.1 the number (and class) of shares in the New Company subject to the New Option may be different to the number (and class) of Shares subject to the Old Option, provided that (in the opinion of the Board) there shall be no material enlargement or dilution of the Executive’s interest; and

7.2.2 the exercise price payable per share of the New Company under the New Option may be different to the Exercise Price per Share under the Old Option, provided that (i) the exercise price per share of the New Company under the New Option shall be at least the nominal value of such share and (ii) the aggregate exercise price for all of the shares of the New Company subject to the New Option immediately after the Exchange shall be substantially equivalent to the aggregate Exercise Price of all of the Shares subject to the Old Option immediately prior to the Exchange.

7.3 The New Option Agreement may take account of any other matters (such as, without limitation, variations between the Articles and the constitutional documents governing the corporation or company in which the New Shares are issued and in the case of the corporation or company being incorporated in another jurisdiction, differences between the laws of Malta and the laws applicable to such company or corporations) that the Board considers necessary or desirable to give effect to the commercial intention of the arrangement envisaged by this agreement.

8 POWER OF ATTORNEY

8.1 The Executive:

8.1.1 hereby irrevocably appoints the Company as her attorney (“Attorney”) for all purposes referred to in this agreement or any New Option Agreement and irrevocably authorises the Attorney (on the Executive’s behalf) to execute any and all document(s) and to do any and all acts and things as the Attorney in its absolute discretion considers necessary or desirable in order to give full effect to the terms of this agreement, the New Option

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Agreement, the terms of the Articles (or the articles of association of the New Company) or the release of the Old Option and grant of the New Option in connection with the Exchange. Every attorney that may be appointed by virtue of this clause shall be considered to act singly as the true and lawful attorney of the Executive with full power of substitution as specified herein;

8.1.2 agrees that the Attorney may in her name or otherwise on the Executive’s behalf:

8.1.2.1 execute any New Option Agreement on the Executive’s behalf; and/or

8.1.2.2 approve any alteration to this agreement or the New Option Agreement pursuant to Clause 6 (or equivalent provisions of the New Option Agreement).

8.2 The Executive hereby authorises the Attorney to:

8.2.1 delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise, and vary or revoke such delegation at any time; and

8.2.2 appoint one or more persons to act as substitute attorney for the Executive and to exercise one or more of the powers conferred on the Attorney by this power of attorney and revoke any such appointment,

provided that neither of the above appointments shall constitute the appointment of a new attorney (for the same business of the mandate created by virtue of Clause 8.1 or otherwise) or the revocation of the said mandate given to the Attorney.

8.3 The Executive undertakes:

8.3.1 to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney and hereby ratifies and confirms and agrees to ratify and confirm any act whatsoever the Attorney shall lawfully do or cause to be done and all documents executed by the Attorney in the exercise or proposed exercise of all or any of his powers; and

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8.3.2 to indemnify and hold each Attorney harmless against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

8.4 The Executive declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact. The Attorney is expressly authorised to act under this Power of Attorney.

8.5 The Executive agrees that the Attorney shall not accept any responsibility and shall not be under any liability for any act or omission of the Attorney or any of its representatives (save in the case of the Attorney’s own fraud, gross negligence or wilful misconduct).

8.6 The Executive agrees that the power of attorney and other authorities on the terms conferred by or referred to in this agreement are given by way of security for the performance of the obligations of the Executive and are irrevocable, to the extent permitted by applicable law, in accordance with section 4 of the Powers of Attorney Act 1971 and, in terms of Maltese law in so far as it may be applicable, article 1887 of the Civil Code (Cap. 16 of the Laws of Malta). Such power of attorney shall be irrevocable except with written consent of the Attorney.

8.7 The Board shall notify the Executive as soon as reasonably practicable following an Exchange of the release of the Old Option and the grant of the New Option or of any pre-Listing restructuring, reconstruction or amalgamation involving the share capital of the Company or New Company. Notwithstanding such release the power of attorney granted under this Clause 8 shall remain valid, binding and in existence.

9 MARKET STANDOFF

9.1 The Executive agrees that in the event of a Listing, with respect to any Shares acquired by the Executive pursuant to the exercise of the Option, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing), the Executive will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) calendar days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of

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any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of Shares permitted under Clause 9.2 so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Clause 9.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this clause and to impose stop transfer instructions with respect to the Shares until the end of such period. The Executive further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

9.2 The following transfers will be exempt from Clause 9.1: (i) the transfer of any or all of the Shares during the Executive’s lifetime by gift or on the Executive’s death by will or intestacy to any member(s) of the Executive’s “Immediate Family” (as defined below) or (ii) to a trust for the benefit of the Executive and/or member(s) of the Executive’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of Clause 9.1 will continue to apply to the transferred Shares in the hands of such transferee or other recipient. The term “Immediate Family” means the Executive’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of the Executive or the Executive’s spouse, or the spouse of any of the above or Spousal Equivalent. A person is deemed to be a “Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the transferee and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither is married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last twelve (12) months and intend to do so indefinitely.

10 MISCELLANEOUS

10.1 The terms of this agreement shall in all respects be administered by the Board, and in the event of any dispute or disagreement as to the interpretation of this agreement, or as to any question or right arising from or related to this agreement, the decision of the Board shall be final and binding upon all persons.

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10.2 Subject to Clause 8, the Board may at any time and from time to time make any alterations to this agreement which it thinks fit provided that:

10.2.1 any alteration to this agreement which is necessary to comply with or to take account of any applicable legislation or statutory regulations or any change in them, or any requirements of any tax authority or to obtain or maintain favourable taxation, exchange and/or regulatory treatment for the Company, any Group member or the Executive, may be made without the consent of the Executive; and

10.2.2 (subject to Clause 10.2.1) no alteration which would materially and unfairly increase the liability of the Executive or materially and unfairly decrease the value of her subsisting rights under this agreement shall be made without the Executive’s prior written consent.

10.3 Subject to Clause 10.2 and Clause 8, no variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.

10.4 This Option is not intended to be an award made under the Company’s 2012 Share Incentive Plan (for United States Service Providers). This Option, however, is intended to qualify under an applicable federal and state securities law exemption.

10.5 This agreement shall be binding upon each party’s successors and assigns and personal representatives (as the case may be) but except as expressly provided herein none of the rights of the parties under this agreement may be assigned or transferred.

10.6 The Executive understands and acknowledges that if the Option is exercised prior to a Listing, the Executive shall, as a condition of the Option exercise, enter into the Subscription Agreement which will require the Executive, among other things, to make certain representations to the Company with respect to the Shares acquired upon the exercise of the Option. The Executive shall be required to:

10.6.1 confirm, warrant and undertake that she is acquiring the Shares on her own behalf for investment purposes and not for re-sale;

10.6.2 confirm, warrant and undertake that in deciding to purchase the Shares, she has made her own assessment of the risks and opportunities involved and has not relied upon any warranty, representation, or inducement from any person;

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10.6.3 acknowledge that there may be adverse tax consequences upon the purchase and the disposition of the Shares, and the Executive has been advised by the Company to consult a tax adviser prior to such purchase or disposition. The Executive shall further acknowledge that the Executive is not relying on the Company or its counsel for tax advice regarding the Executive’s purchase or disposition of the Shares or the tax consequences to the Executive of the agreement;

10.6.4 agree and acknowledge that the Shares have not been registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory agency administering any state securities laws, and that, notwithstanding any other provision of this agreement to the contrary, the purchase of any Shares is expressly conditioned upon compliance with the Securities Act and all applicable state securities laws. The Executive shall agree to cooperate with the Company to ensure compliance with such laws;

10.6.5 agree that she may not transfer any of the Shares unless such Shares are registered under the Securities Act or qualified under applicable state securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. The Executive shall acknowledge that (a) only the Company may file a registration statement with the SEC and that the Company is under no obligation to do so with respect to the Shares, (b) exemptions from registration and qualification may not be available or may not permit the Executive to transfer all or any of the Shares in the amounts or at the times proposed by the Executive and (c) that the Subscription Agreement imposes additional restrictions on the transfer of the Shares;

10.6.6 acknowledge that she has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition that the Executive reasonably considers important to making the decision to purchase the Shares, and the Executive has had ample opportunity to ask questions of the Company’s representatives concerning such matters and the investment;

10.6.7 acknowledge that she is fully aware of: (a) the highly speculative nature of the investment in the Shares; (b) the financial hazards involved; (c) the lack of liquidity of the Shares and the restrictions on transferability of the Shares (e.g., that the Executive may not be able to sell or dispose of the Shares or use them as collateral for loans); (d) the qualifications and backgrounds of the management of the Company; and (e) the tax consequences of investment in, and disposition of, the Shares;

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10.6.8 acknowledge that at no time was she presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Shares; and

10.6.9 acknowledge and agree that she has been advised that SEC Rule 144 promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of six (6) months, and in certain cases one (1) year, after they have been purchased and paid for (within the meaning of Rule 144), subject to the lengthier market standoff agreement contained in Clause 9.1 or any other agreement entered into by the Executive. The Executive shall acknowledge that she understands that Rule 144 may indefinitely restrict the transfer of the Shares so long as the Executive remains an “affiliate” of the Company or if “current public information” about the Company (as defined in Rule 144) is not publicly available.

10.7 Notwithstanding any other provision of this agreement:

10.7.1 this agreement shall not form part of any contract of employment or office between the Company or any other member of the Group and the Executive and the rights and obligations of the Executive under the terms of her office or employment with the Company or any other member of the Group shall not be affected by this agreement and this agreement shall afford the Executive no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever;

10.7.2 this agreement shall not confer on the Executive any legal or equitable rights (other than those constituting the Option) against the Company or any other member of the Group directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any other member of the Group; and

10.7.3 the Executive shall not be entitled to any compensation or damages for any loss or potential loss which she may suffer by reason of being unable to exercise the Option in consequence of the loss or termination of her office or employment with the Company or any other member of the Group for any reason whatsoever.

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10.8 Any notice or other communication under or in connection with this agreement may be given:

10.8.1 by personal delivery or by sending the same by post, to the Executive at her last known address, or to the address of the place of business at which she performs the whole or substantially the whole of her duties of her office or employment, and to the Company at its registered office and where a notice or other communication is given by post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped; or

10.8.2 to the Executive by electronic communication to her usual business address or to such other address for the time being notified for that purpose to the person giving the notice.

10.9 This agreement constitutes the whole agreement between the parties hereto. The Executive agrees that in entering into this agreement she does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding other than as set out in this agreement. The only remedy available to the Executive in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of this agreement. Nothing in this sub-clause shall operate to exclude liability for fraud.

10.10 The Executive shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction in order to permit the grant or exercise of the Option. Neither the Company nor any other member of the Group shall be responsible for any failure by the Executive to obtain any such consent or for any tax or other liability to which the Executive may become subject as a result of her exercise of the Option.

10.11 After exercise of the Option and issuance or transfer of the Option Shares, the Executive shall become bound by the provisions of the Articles (a copy of which is appended to and forms part of this agreement) and in particular in relation to the provisions relating to the transfer of shares which are contained in the Articles.

10.12 The Executive consents that the Company shall collect and process her personal data for the purposes set out in this agreement and in terms of the Data Protection Act (Cap. 440 of the Laws of Malta) or similar laws in other applicable jurisdictions. The Executive further consents to the processing and release of the information contained herein by the Company (including, but without prejudice to the generality of the foregoing, such person’s name, address, age and salary details) to any other members of the Group or any third parties in connection with the administration of this Option

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or for the purpose of complying with any legal obligations. To the extent required by law, the Executive has the right to access data which the Company holds about her, and, where applicable, the right to ask for a rectification or erasure of such data.

10.13 This deed may be executed in any number of counterparts each of which shall constitute an original but all of which shall constitute one and the same instrument.

10.14 A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that any person which is obliged to account for any Tax Liability shall be entitled to enforce Clause 4 and that any holding company of the Company (from time to time) may enforce any of the provisions of this agreement (“holding company” having the meaning given in section 1159 Companies Act 2006 for this purpose (but, for the purposes of section 1159(1) of the Companies Act 2006, a company shall be treated as a member of another company if any shares in that other company are registered in the name of either (a) a person by way of security (where the company has provided the security) or (b) a person as nominee for the company)). This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. The Company may assign any of its rights under this agreement.

10.15 This agreement (including the power of attorney granted hereunder) shall be interpreted and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this agreement.

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IN WITNESS whereof the parties have executed this agreement as a Deed on the date set out above.

EXECUTED AS A DEED by	)
MIDASPLAYER INTERNATIONAL	)
HOLDING COMPANY P.L.C.	)
acting by a director in the presence	)
of a witness:-	)
		Director

Witness’ Signature:
Witness’ Name:
Witness’ Address:	King, 10th Floor, Central St Giles
	1 St Giles High Street, London WC2H 8AG
Witness’ Occupation:	Solicitor

EXECUTED AS A DEED by	)
[•]	)
in the presence of:-	)

Witness’ Signature:
Witness’ Name:
Witness’ Address:	King, 10th Floor, Central St Giles
	1 St Giles High Street, London WC2H 8AG
Witness’ Occupation:	Solicitor

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Schedule 1

General Vesting

For the purposes of this agreement:

1. one quarter of the Option Shares shall vest 12 months after the Effective Date;

2. a further one twelfth of the balance of the Option Shares shall vest 15 months after the Effective Date with an additional one twelfth vesting after each 3 month period thereafter (with the intent that 100% of the Option Shares will have vested 48 months after the Effective Date);

and the Option shall be exercisable at any time after the date it has first vested (to the extent vested).

Notwithstanding any of the above:

(a) no Option Shares shall vest after the date on which the Executive ceases to be employed by any member of the Group (‘Cessation Date’) unless the Board (having obtained the consent of the Investor Director) determines otherwise save that:

(i) in the event that the relevant member of the Group that is the Executive’s employer terminates her employment (otherwise than in circumstances where it is entitled to do so summarily under the terms of her service agreement) and the Executive’s employer makes a payment in lieu of any part of the contractual notice period, any Option Shares that would have vested under paragraphs 1 and 2 above during the period that would otherwise have been the notice period shall be treated as having vested on the Cessation Date;

(ii) in the event of a Change of Control Termination occurring, any of the Option Shares that would have vested under paragraphs 1 and 2 above during the 3 calendar years commencing on the date of the Change of Control Termination shall be treated as vested on the Cessation Date; and

(b) no Option Shares shall vest after the date of a Sale (save to the extent the Board, having obtained the consent of the Investor Director, determines otherwise and save to the extent they vest under paragraph (a)(ii) above);

and, if any of the Option Shares are no longer capable of vesting, the Option shall lapse immediately with respect to those Option Shares that shall not vest.

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Appendix: Articles of Association of the Company

25

MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED

AND

[]

INDIVIDUAL SHADOW OPTION BONUS

AGREEMENT

Note: Exercise of the shadow option on an exit is only permitted to the extent the option has vested

CONTENTS

1	DEFINITIONS	2
2	GRANT OF SHADOW OPTIONS	4
3	PAYMENT	5
4	VARIATION OF SHARE CAPITAL	5
5	MISCELLANEOUS	6

SHADOW OPTION BONUS AGREEMENT DATED                         

BETWEEN:

(1) MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED, company number C40465, a private limited company whose registered office is at 125/14, The Strand, Gzira, GZR 1027, Malta (the “Company”) and;

(2) [ ], whose address [ ] Spain (the “Manager”).

RECITALS

(A) The Manager is a key employee within the Group at the date of this agreement.

(B) The Company wishes to grant to the Manager the right to subscribe a certain number of Shares in case of a Listing of the Company or, in case of a Sale, receive the Bonus, upon the terms and subject to the conditions of this agreement (the “Agreement”).

(C) The rights and obligations of the Company under this Agreement could be transferred to any other company of the Group (as defined below) without the need for the Manager’s approval. The term “Company” would hereinafter include the company of the Group to which the rights and obligations set forth under the Agreement could be assigned, as the case may be.

1 DEFINITIONS

1.1 In this Agreement the following words and expressions shall have the following meanings:

“Articles”

means the articles of association of the Company;

“Auditors”

means the auditors for the time being of the Company (acting as experts and not as arbitrators);

“Bad Leaver”

means any situation in which the Manager ceases to be an Eligible Employee, other than the situation defined as Good Leaver.

“Board”

means the board of directors of the Company or a duly constituted committee thereof;

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“Bonus”

means the amount of Euros equal to the difference between the Sale Price of the Shares and the Exercise Price multiplied by the number of Shares;

“Business Day”

means any day other than a Saturday, Sunday or a day which, by law, is a bank or legal holiday in Spain. The Business Day shall be deemed to begin at 9am and end at 5pm Madrid time;

“Effective Date”

The date a Liquidity Event occurs;

“Eligible Employee”

means any individual who is an employee of a member of the Group;

“Exercise Price”

means the nominal value of the Shares, adjusted if appropriate pursuant to Clause 4;

“Good Leaver”

means the Manager ceasing to be an employee of any member of the Group:

1. as a result of his death, permanent incapacity due to ill health or retirement in accordance with his contract of employment; or

2. due to dismissal of the Manager by the Company or any member of the Group without notice or payment in lieu in circumstances where the Company or other member of the Group is not entitled to summarily dismiss; or

3. in circumstances where the Board determines (subject to the Investor Director (as such term is defined in the Articles) voting in favour of such determination) in its absolute discretion the Manager to be a Good Leaver;

“Group”

has the meaning given in the Articles and “member of the Group” shall be construed accordingly;

“Investor”

has the meaning given in the Articles;

“Investor Director”

has the meaning given in the Articles;

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“Liquidity Event”

means either: (i) the Listing of the Company; or (ii) the Sale of the Company, as defined in this Agreement;

“Listing”

means:

(a) the admission of all or any of the shares in the capital of the Company to trading on a market for listed securities designated by the applicable financial markets act of the jurisdiction in which the Listing takes place as a Recognized Investment Exchange (as defined in the Articles), together with the admission of such shares to the relative Official List (as defined in the Articles); or

(b) if the Investors (as defined in the Articles) in their absolute discretion so determine, the admission of such shares to, or to trading on, any other market wherever situated together, if necessary, with the admission of such shares to listing on any official or otherwise prescribed list maintained by a competent or otherwise prescribed listing authority;

“Sale”

means the completion of any transaction or series of transactions whereby any person or Connected Persons (as defined in the Articles) or group of persons Acting in Concert (as defined in the Articles) purchases or otherwise acquires or obtains the total share capital of the Company;

“Sale Price”

means the price per Share paid in the Sale;

“Share”

means an ordinary share of the capital of the Company that would be subscribed by the Manager immediately after the Listing of the Company;

“Tax Liability”

the amount of Personal Income Tax and/or Social Security contributions (or any similar taxes in any jurisdiction) which the Company or other member of the Group or any other person would be required to account for to the Spanish or any other jurisdiction Tax and Labour Authorities as a consequence of the Manager subscribing the Shares or receiving the Bonus;

1.2 So far as not inconsistent with the context:

(i) Any reference herein to any enactment shall be construed as a reference to that enactment as for the time being amended or re-enacted.

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(ii) All references to the masculine gender shall be deemed also to be references to the feminine gender and all references to the singular include the plural and vice versa.

(iii) All references to clauses or sub-clauses are unless the context otherwise requires to clauses or sub-clauses of this Agreement.

(iv) The headings to clauses of this Agreement are for convenience only and have no legal effect.

2 GRANT OF SHADOW OPTIONS

2.1 Should a Liquidity Event occur, the Manager is entitled to subscribe a certain number of Shares or receive the Bonus according to the following terms and to the extent the Manager is an Eligible Employee at the occurrence of the Liquidity Event:

2.1.1 In the event of Sale of the Company, the Company hereby grants to the Manager the right, upon the terms and subject to the conditions of this Agreement, to receive the Bonus.

2.1.2 In the event of Listing of the Company, the Company hereby grants to the Manager the right, upon the terms and subject to the conditions of this Agreement, to purchase the Shares.

The maximum number of Shares the Manager would be entitled to subscribe is Seven Thousand Five Hundred (7,500).

Notwithstanding the above, the amount of Shares the Manager would be entitled to subscribe for would be:

• 0 Shares until a one-year period has elapsed since the commencement of the Manager’s employment agreement (“Employment Date”),

• 1/4^. of the maximum number of Shares once a 1-year period has elapsed since the Employment Date,

• a further one twelfth of the amount of Shares after each 3 month period thereafter (with the intent that the Manager will be entitled to subscribe for 100% of the Shares 48 months after the Employment Date),

• The right to subscribe the Shares or receive the Bonus is granted on the Employment date.

2.2 This right is personal to the Manager. It may not be transferred, assigned or charged or otherwise alienated and any purported transfer, assignment, charge or other alienation shall cause the Option to lapse immediately.

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2.3 The right to subscribe the Shares or receive the Bonus would be cancelled on the earliest of the following events:

2.3.1 the tenth anniversary of the date of this Agreement;

2.3.2 the Manager ceasing to be an Eligible Employee in a Bad Leaver situation.

3 PAYMENT

3.1 Should a Sale occur, the Bonus would be paid to the Manager by the Company within 30 days after the completion of the Sale.

3.2 Should a Listing occur, the Company shall approve a share capital increase by means of which the Manager would subscribe to the number of Shares to which they are entitled at the Exercise Price.

3.3 In the event that a Tax Liability becomes due as a consequence of the payment of the Bonus or the subscription of the Shares,

3.3.1 the Company or other member of the Group is able to deduct an amount equal to the whole of the Tax Liability from the amount of the Manager’s Bonus (in case of a Sale); or

3.3.2 the Manager undertakes the obligation to sell an amount of Shares that allows him/her to transfer an amount equal to the Tax Liability to the Company; or

3.3.3 the Manager pays to the Company or other member of the Group an amount equal to the Tax Liability; or

3.3.4 the Manager enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company.

4 VARIATION OF SHARE CAPITAL

4.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, the limit on the number of Shares available under this Agreement, the number, class and nominal amount of Shares subject to this Agreement (the definition of Shares being adjusted accordingly) and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted by the Company subject to the written confirmation by the Auditors that in their opinion such adjustment is fair and reasonable PROVIDED THAT:

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4.1.1 the aggregate value payable to the Manager is not increased; and

4.1.2 the Exercise Price for a Share is not reduced below its nominal value.

5 MISCELLANEOUS

5.1 This Agreement shall be binding upon each party’s successors and assigns and personal representatives (as the case may be) but except as expressly provided above in recital C, none of the rights of the parties under this Agreement may be assigned or transferred.

5.2 Notwithstanding any other provision of this Agreement:

5.2.1 this Agreement shall not form part of any contract of employment between the Company or any other member of the Group and the Manager and the rights and obligations of the Manager under the terms of his office or employment with the Company or any other member of the Group shall not be affected by this Agreement and this Agreement shall afford the Manager no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever; and

5.2.2 this Agreement shall not confer on the Manager any legal or equitable rights (other than the right to receive the Bonus or subscribe the Shares in accordance to the terms of this Agreement) against the Company or any other member of the Group directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any other member of the Group; and

5.2.3 the Manager shall not be entitled to any compensation or damages for any loss or potential loss which (s)he may suffer by reason of being unable to subscribe the Shares or receive the Bonus in consequence of the loss or termination of his office or employment with the Company or any other member of the Group for any reason whatsoever.

5.3 Any notice, demand, proceeding or other communication to be given, made or served hereunder or by reference hereto shall be in writing and:

5.3.1 sent by first class prepaid or registered mail;

5.3.2 delivered personally; or

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5.3.3 transmitted by facsimile (but not, for the avoidance of doubt, electronic mail), to the party to be served at the addresses hereinbefore given (or at such other address or addresses from time to time notified in writing by or on behalf of any such party or parties to the party serving the same).

5.4 Any such notice, demand, proceedings or other communication given, made or served pursuant to sub-clause 5.3 above shall be deemed to have been received and effectively served:

5.4.1 upon the day of delivery or transmission if delivered by facsimile before the end of a Business Day; or

5.4.2 on the next following Business Day if sent by first class prepaid or registered mail or if transmitted by facsimile or delivered personally after the end of a Business Day or on any other day not being a Business Day.

5.5 This Agreement constitutes the whole agreement between the parties hereto.

5.6 The Manager shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction in order to permit the subscription of the Shares or the receipt of the Bonus. Neither the Company nor any or other member of the Group shall be responsible for any failure by the Manager to obtain any such consent or for any tax or other liability to which the Manager may become subject as a result of this Agreement.

5.7 After the subscription by the Manager of the Shares under the Listing alternative, the Manager shall become bound by the provisions of the Articles of Association (as amended from time to time) of the Company and in particular in relation to the provisions relating to the transfer of shares which are contained in the Articles.

5.8 The Company and any other member of the Group may pass personal information about the Manager (including, but without prejudice to the generality of the foregoing, such person’s name, address, age and salary details) to third parties in connection with the administration of this Agreement or for the purpose of complying with any legal obligations.

5.9 This Agreement may be executed in any number of counterparts each of which shall constitute an original but all of which shall constitute one and the same instrument.

5.10 A person who is not a party to this Agreement shall have no right to enforce any term of this Agreement, save that any person which is obliged to account for any Tax Liability (or any employer’s Social Security contributions or similar in any jurisdiction), shall be entitled to enforce clause 3. This clause does not affect any right or remedy of any person which exists or is available.

5.11 This Agreement shall be interpreted and construed in accordance with the laws of England and Wales and any dispute arising in connection with this Agreement will be brought before the Courts of England and Wales

IN WITNESS whereof the parties have executed this Agreement on the date set out above.

EXECUTED by	)
MIDASPLAYER INTERNATIONAL	)
HOLDING COMPANY LIMITED	)
acting by:	)
		Director
		Director/Secretary
EXECUTED by	)
[ ]	)
in the presence of:	)

Witness’ Signature:

Witness’ Name:

Witness’ Address:

Witness’ Occupation:

MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED

AND

[NAME]

INDIVIDUAL SHADOW OPTION BONUS AGREEMENT

Note: Exercise of the shadow option on an exit is only permitted to the extent the option has vested

CONTENTS

1 DEFINITIONS	2
2 GRANT OF SHADOW OPTIONS	5
3 PAYMENT	6
4 VARIATION OF SHARE CAPITAL	7
5 EXCHANGE OF SHARES FOR SHARES OF ANOTHER COMPANY	7
6 MARKET STANDOFF	9
7 MISCELLANEOUS	10

SHADOW OPTION BONUS AGREEMENT DATED                                     

BETWEEN:

(1) MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED, company number C40465, a private limited company whose registered office is at 125/14, The Strand, Gzira, GZR 1027, Malta (the “Company”) and;

(2) [Name] of [Address] (the “Manager”).

RECITALS

(A) The Manager is a key employee within the Group at the date of this agreement.

(B) The Company wishes to grant to the Manager the right to subscribe for a certain number of Shares in case of a Listing of the Company or, in case of a Sale, receive the Bonus, upon the terms and subject to the conditions of this agreement (the “Agreement”).

(C) The rights and obligations of the Company under this Agreement could be transferred to any other company of the Group (as defined below) without the need for the Manager’s approval. The term “Company” would hereinafter include the company of the Group to which the rights and obligations set forth under the Agreement could be assigned, as the case may be.

1 DEFINITIONS

1.1 In this Agreement the following words and expressions shall have the following meanings:

“Articles”

means the articles of association of the Company in effect from time to time;

“Auditors”

means the auditors for the time being of the Company (acting as experts and not as arbitrators);

“Bad Leaver”

means any situation in which the Manager ceases to be an Eligible Employee, other than the situation defined as Good Leaver.

“Board”

means the board of directors of the Company or a duly constituted committee thereof;

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“Bonus”

means the amount of Euros equal to the difference between the Sale Price of the Shares and the Exercise Price multiplied by the number of Shares that the Bonus is to be paid in respect of;

“Business Day”

means any day other than a Saturday, Sunday or a day which, by law, is a bank or legal holiday in Spain. The Business Day shall be deemed to begin at 9am and end at 5pm Madrid time;

“Effective Date”

The date a Liquidity Event occurs;

“Eligible Employee”

means any individual who is an employee of a member of the Group;

“Exercise Price”

means the nominal value of the Shares (being a sum of [Price], adjusted if appropriate pursuant to Clause 4;

“Good Leaver”

means the Manager ceasing to be an employee of any member of the Group:

1. as a result of his death, permanent incapacity due to ill health or retirement in accordance with his contract of employment; or

2. due to dismissal of the Manager by the Company or any member of the Group without notice or payment in lieu in circumstances where the Company or other member of the Group is not entitled to summarily dismiss; or

3. in circumstances where the Board determines (subject to the Investor Director (as such term is defined in the Articles) voting in favour of such determination) in its absolute discretion the Manager to be a Good Leaver;

“Grant Date”

means [Date];

“Group”

has the meaning given in the Articles and “member of the Group” shall be construed accordingly;

“Investor”

has the meaning given in the Articles;

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“Investor Director”

has the meaning given in the Articles;

“Liquidity Event”

means either: (i) the Listing of the Company; or (ii) the Sale of the Company, as defined in this Agreement;

“Listing”

means:

(a) the admission of all or any of the shares in the capital of the Company to trading on a market for listed securities designated by the applicable financial markets act of the jurisdiction in which the Listing takes place as a Recognized Investment Exchange (as defined in the Articles), together with the admission of such shares to the relative Official List (as defined in the Articles); or

(b) if the Investors (as defined in the Articles) in their absolute discretion so determine, the admission of such shares to, or to trading on, any other market wherever situated together, if necessary, with the admission of such shares to listing on any official or otherwise prescribed list maintained by a competent or otherwise prescribed listing authority;

“Sale”

means the completion of any transaction or series of transactions whereby any person or Connected Persons (as defined in the Articles) or group of persons Acting in Concert (as defined in the Articles) purchases or otherwise acquires or obtains the total share capital of the Company save that an Exchange (as defined in Clause 5.1) in respect of which the Manager is requested (by the Company) to release his rights under this Agreement shall not constitute a Sale;

“Sale Price”

means the price per Share paid in the Sale;

“Share”

means an ordinary share of the capital of the Company that would be subscribed for by the Manager immediately after the Listing of the Company;

“Tax Liability”

the amount of Personal Income Tax and/or (to the extent permitted by law) Social Security contributions (or any similar taxes in any jurisdiction) which the Company or other member of the Group or any other person would be required to account for to the Spanish or any other jurisdiction’s Tax and Labour Authorities as a consequence of the Manager subscribing for the Shares or receiving the Bonus;

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1.2 So far as not inconsistent with the context:

(i) Any reference herein to any enactment shall be construed as a reference to that enactment as for the time being amended or re-enacted.

(ii) All references to the masculine gender shall be deemed also to be references to the feminine gender and all references to the singular include the plural and vice versa.

(iii) All references to clauses or sub-clauses are unless the context otherwise requires to clauses or sub-clauses of this Agreement.

(iv) The headings to clauses of this Agreement are for convenience only and have no legal effect.

2 GRANT OF SHADOW OPTIONS

2.1 Should a Liquidity Event occur, the Manager is entitled to subscribe for a certain number of Shares or receive the Bonus according to the following terms and to the extent the Manager is an Eligible Employee at the occurrence of the Liquidity Event:

2.1.1 In the event of Sale of the Company, the Manager has the right, upon the terms and subject to the conditions of this Agreement, to receive the Bonus.

2.1.2 In the event of Listing of the Company, the Manager has the right, upon the terms and subject to the conditions of this Agreement, to purchase the Shares.

The maximum number of Shares the Manager would be entitled to subscribe for or receive a Bonus in respect of is [Shares].

Notwithstanding the above, the amount of Shares the Manager would be entitled to subscribe for or receive a Bonus in respect of would be measured as at the date of the Sale or Listing on the following basis:

• 0 Shares until a one-year period has elapsed since the commencement of the Manager’s employment agreement (“Employment Date”);

• 1/4^. of the maximum number of Shares once a 1-year period has elapsed since the Employment Date; and

• a further one-twelfth of the amount of Shares after each 3-month period thereafter (with the intent that the Manager will be entitled to subscribe for 100% of the Shares 48 months after the Employment Date).

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Following the Sale or Listing, the rights granted under this Agreement shall lapse with respect to the number of Shares for which the Manager was not entitled to subscribe on the Listing or receive the Bonus in connection with the Sale.

The right to subscribe for the Shares or receive the Bonus is granted on the Grant Date.

2.2 This right is personal to the Manager. It may not be transferred, assigned or charged or otherwise alienated and any purported transfer, assignment, charge or other alienation shall cause the rights of the Manager under this Agreement to lapse immediately.

2.3 The right to subscribe for the Shares or receive the Bonus would be cancelled on the earliest of the following events:

2.3.1 the tenth anniversary of the Grant Date;

2.3.2 the Manager ceasing to be an Eligible Employee in a Bad Leaver situation.

3 PAYMENT

3.1 Should a Sale occur, the Bonus would be paid to the Manager by the Company within 30 days after the completion of the Sale.

3.2 Should a Listing occur, the Company shall approve a share capital increase by means of which the Manager would subscribe for the number of Shares to which he is entitled at the Exercise Price.

3.3 In the event that a Tax Liability becomes due as a consequence of the payment of the Bonus or the subscription for the Shares,

3.3.1 the Company or other member of the Group shall be entitled to deduct an amount equal to the whole of the Tax Liability from the amount of the Manager’s Bonus (in case of a Sale); or

3.3.2 the Manager shall (if required by the Company) sell an amount of Shares that allows him/her to transfer an amount equal to the Tax Liability to the Company; or

3.3.3 the Manager shall (if required by the Company) pay to the Company or other member of the Group an amount equal to the Tax Liability; or

3.3.4 the Manager shall enter into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company.

6

4 VARIATION OF SHARE CAPITAL

4.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, the limit on the number of Shares available under this Agreement, the number, class and nominal value of Shares subject to this Agreement (the definition of Shares being adjusted accordingly) and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted by the Company subject to the written confirmation by the Auditors that in their opinion such adjustment is fair and reasonable PROVIDED THAT:

4.1.1 the aggregate value payable to the Manager is not increased; and

4.1.2 the Exercise Price for a Share is not reduced below its nominal value.

5 EXCHANGE OF SHARES FOR SHARES OF ANOTHER COMPANY

5.1 If the Company is or is to be the subject of a transaction whereby all or substantially all of the issued share capital of the Company is or is to be exchanged for issued share capital in another company or body corporate, wherever incorporated, (the “New Company”) with the result that (in the reasonable opinion of the Board) the beneficial ownership of the issued share capital in the New Company is (or is to be) substantially the same as the beneficial ownership of the issued share capital in the Company immediately prior to such transaction (the “Exchange”), the Manager shall (if so requested by the Company) release his rights (including his right to subscribe for Shares) under this Agreement (the “Old Option”) in consideration for the grant to him of equivalent rights granted by the New Company (including a right to subscribe for shares in the New Company) (the “New Option”). The determination of such equivalence shall be made in the sole discretion of the Board whose decision shall be final and binding.

5.2 The New Option shall be on terms and conditions that are (in the opinion of the Board) equivalent to the terms and conditions of this Agreement save that where a provision in this Agreement refers to the Company the corresponding provision in the agreement governing the New Option shall instead refer to the New Company, provided that:

5.2.1 the number (and class) of shares in the New Company subject to the New Option may be different to the number (and class) of Shares subject to the Old Option, provided that (in the opinion of the Board) there shall be no material enlargement or dilution of the Manager’s interest; and

7

5.2.2 the exercise price payable per share of the New Company under the New Option may be different to the Exercise Price per Share under the Old Option, provided that (i) the exercise price per share of the New Company under the New Option shall be at least the nominal value of such share and (ii) the aggregate exercise price for all of the shares of the New Company subject to the New Option immediately after the Exchange shall be substantially equivalent to the aggregate Exercise Price of all of the Shares subject to the Old Option immediately prior to the Exchange.

5.3 The Manager hereby irrevocably appoints the Company as his attorney (“Attorney”) for all purposes referred to in this Agreement and irrevocably authorises the Attorney (on the Manager’s behalf) to execute any and all document(s) and to do any and all acts and things as the Attorney in its absolute discretion considers necessary or desirable in order to give full effect to the release of the Old Option and grant of the New Option in connection with the Exchange.

5.4 The Manager hereby authorises the Attorney to:

5.4.1 delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise, and vary or revoke such delegation at any time; and

5.4.2 appoint one or more persons to act as substitute attorney for the Manager and to exercise one or more of the powers conferred on the Attorney by this power of attorney and revoke any such appointment,

provided that neither of the above appointments shall constitute the appointment of a new attorney (for the same business of the mandate created by virtue of Clause 5.3 or otherwise) or the revocation of the said mandate given to the Attorney.

5.5 The Manager undertakes:

5.5.1 to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney; and

5.5.2 to indemnify each Attorney against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

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5.6 The Manager declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.

5.7 The Manager agrees that the power of attorney and other authorities on the terms conferred by or referred to in this Agreement are given by way of security for the performance of the obligations of the Manager and are irrevocable, to the extent permitted by applicable law, in accordance with section 4 of the Powers of Attorney Act 1971 and, in terms of Maltese law, article 1887 of the Civil Code (Cap. 16 of the Laws of Malta). Such power of attorney shall be irrevocable except with written consent of the Attorney.

5.8 The Board shall notify the Manager as soon as reasonably practicable following the Exchange of the release of the Old Option and the grant of the New Option.

6 MARKET STANDOFF

6.1 The Manager agrees that in the event of a Listing, with respect to any Shares acquired by the Manager pursuant to this Agreement, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing) and any other early release provisions permitted by the managing underwriters of the Listing in respect of the Shares, the Manager will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of shares permitted under Clause 6.2 hereof so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this Clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Clause 6.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Clause and to impose stop transfer instructions with respect to the shares until the end of such period. The Manager further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this Clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

9

6.2 The following transfers will be exempt from Clause 6.1: (i) the transfer of any or all of the shares during the Manager’s lifetime by gift or on the Manager’s death by will or intestacy to any member(s) of Manager’s “Immediate Family” (as defined below) or to a trust for the benefit of the Manager and/or member(s) of the Manager’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of Clause 6.1 will continue to apply to the transferred shares in the hands of such transferee or other recipient. As used herein, the term “Immediate Family” will mean the Manager’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of the Manager or the Manager’s spouse, or the spouse of any of the above or Spousal Equivalent, as defined herein. As used herein, a person is deemed to be a “Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the transferee and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither is married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last twelve (12) months and intend to do so indefinitely.

7 MISCELLANEOUS

7.1 This Agreement shall be binding upon each party’s successors and assigns and personal representatives (as the case may be) but except as expressly provided above in recital C and Clause 5, none of the rights of the parties under this Agreement may be assigned or transferred.

7.2 Notwithstanding any other provision of this Agreement:

7.2.1 this Agreement shall not form part of any contract of employment between the Company or any other member of the Group and the Manager and the rights and obligations of the Manager under the terms of his office or employment with the Company or any other member of the Group shall not be affected by this Agreement and this Agreement shall afford the Manager no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever; and

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7.2.2 this Agreement shall not confer on the Manager any legal or equitable rights (other than the right to receive the Bonus or subscribe for the Shares in accordance to the terms of this Agreement) against the Company or any other member of the Group directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any other member of the Group; and

7.2.3 the Manager shall not be entitled to any compensation or damages for any loss or potential loss which (s)he may suffer by reason of being unable to subscribe for the Shares or receive the Bonus in consequence of the loss or termination of his office or employment with the Company or any other member of the Group for any reason whatsoever.

7.3 Any notice, demand, proceeding or other communication to be given, made or served hereunder or by reference hereto shall be in writing and:

7.3.1 sent by first class prepaid or registered mail;

7.3.2 delivered personally; or

7.3.3 transmitted by facsimile (but not, for the avoidance of doubt, electronic mail),

to the party to be served at the addresses hereinbefore given (or at such other address or addresses from time to time notified in writing by or on behalf of any such party or parties to the party serving the same).

7.4 Any such notice, demand, proceedings or other communication given, made or served pursuant to Clause 7.3 above shall be deemed to have been received and effectively served:

7.4.1 upon the day of delivery or transmission if delivered by facsimile before the end of a Business Day; or

7.4.2 on the next following Business Day if sent by first class prepaid or registered mail or if transmitted by facsimile or delivered personally after the end of a Business Day or on any other day not being a Business Day.

7.5 This Agreement constitutes the whole agreement between the parties hereto.

7.6 The Manager shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction in order to permit the subscription for the Shares or the receipt of the Bonus. Neither the Company nor any or other member of the Group shall be responsible for any failure by the Manager to obtain any such consent or for any tax or other liability to which the Manager may become subject as a result of this Agreement.

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7.7 After the subscription by the Manager for the Shares under the Listing alternative, the Manager shall become bound by the provisions of the Articles and in particular in relation to the provisions relating to the transfer of shares which are contained in the Articles.

7.8 The Manager consents that the Company shall collect and process his personal data for the purposes set out in this Agreement and in terms of the Data Protection Act (Cap. 440 of the Laws of Malta) or similar laws in other applicable jurisdictions. The Manager further consents to the processing and release of the information contained herein by the Company (including, but without prejudice to the generality of the foregoing, such person’s name, address, age and salary details) to any other members of the Group or any third parties in connection with the administration of the rights granted under this Agreement or for the purpose of complying with any legal obligations. To the extent required by law, the Manager has the right to access data which the Company holds about him, and, where applicable, the right to ask for a rectification or erasure of such data.

7.9 This Agreement may be executed in any number of counterparts each of which shall constitute an original but all of which shall constitute one and the same instrument.

7.10 A person who is not a party to this Agreement shall have no right to enforce any term of this Agreement, save that any person which is obliged to account for any Tax Liability (or any employer’s Social Security contributions or similar in any jurisdiction), shall be entitled to enforce Clause 3. This Clause does not affect any right or remedy of any person which exists or is available.

7.11 This Agreement shall be interpreted and construed in accordance with the laws of England and Wales and any dispute arising in connection with this Agreement will be brought before the Courts of England and Wales

12

IN WITNESS whereof the parties have executed this Agreement as a Deed on the date set out above.

EXECUTED AS A DEED by	)
MIDASPLAYER INTERNATIONAL	)
HOLDING COMPANY LIMITED	)
acting by a director in the presence	)
of a witness:-	)
		__________________________________
		Director

Witness’ Signature:	__________________________________
Witness’ Name:	__________________________________
Witness’ Address:	__________________________________
	__________________________________
Witness’ Occupation:	__________________________________

EXECUTED AS A DEED by	)
[NAME]	)	__________________________________
in the presence of:	)

Witness’ Signature:	__________________________________
Witness’ Name:	__________________________________
Witness’ Address:	__________________________________
	__________________________________
Witness’ Occupation:	__________________________________

13

(1) [NAME]

and

(2) MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED

SUBSCRIPTION AGREEMENT

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

When considering what action you should take, you are recommended to seek your own independent financial advice from your own stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

This Subscription Agreement and all other documentation received from the Company are not, and should not be taken as, a recommendation to purchase shares.

This Subscription Agreement and the accompanying documents from the Company are submitted on a confidential basis and the offer contained in them is personal to the recipient and may not be transferred or assigned by the recipient.

This agreement is made on                             between:

(1) Midasplayer International Holding Company Limited, company number C40465, whose registered office is at 125/14, The Strand, Gzira, GZR 1027 Malta (“Company”); and

(2) [Name] of [Address] (the “Subscriber”).

1. BACKGROUND

The Subscriber has acquired and is the holder of [Shares] D1 ordinary shares of [Price] in the Company (“Subscriber Shares”).

The Subscriber has agreed to hold the Subscriber Shares subject to the terms of the Articles and this agreement.

Pursuant to the provisions of this agreement, the Subscriber Shares (or a proportion thereof) will, in certain circumstances and at certain times, be converted into Deferred Shares.

2. DEFINITIONS AND INTERPRETATION

2.1 In this agreement, the following terms shall have the following meanings and, unless the context requires otherwise, the terms defined in the Articles shall have the same meanings in this agreement:

(a) “Articles” means the Articles of Association of the Company in force as at the date of this agreement, as may be amended from time to time;

(b) “ceasing to be an employee” means ceasing to be an employee and/or director of the Company or any Group Member and “ceases to be an employee” shall be construed accordingly. In this definition the Subscriber will be deemed to cease to be an employee and/or director on the Relevant Cessation Date;

(c) “Conversion Date” the date to be specified by the Subscriber in the relevant Conversion Notice for the Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, being the date determined in accordance with clause 4.1(b) or 4.3(b) (as appropriate);

(d) “Conversion Number” means the number of Subscriber Shares which are to be the subject of the relevant Conversion Notice, as calculated in accordance with clause 4.1(a) or 4.3(a) (as appropriate);

(e) “Drag Along Notice” means a Drag Along Notice as defined in the Articles;

(f) “Encumbrance” means a mortgage, charge, pledge, lien, option, restriction, equity, right to acquire, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind or any other type of preferential arrangement (including, without limitation, a title transfer and retention arrangement) having similar effect;

(g) “New Shares” has the meaning given in clause 9.3;

(h) “Relevant Cessation Date” means the date on which the Subscriber ceases to be an employee or director of any Group Member for any reason (including death or bankruptcy) without remaining or immediately becoming an employee or director of any other Group Member or, the date on which the Subscriber gives or is given notice of termination of his contract of employment or the date of occurrence of a repudiatory breach by him of such contract, including a breach caused by the Subscriber failing to come into his place of work (whichever is the earlier);

(i) “Relevant Tax Liability” means any income tax and national insurance contributions (or their equivalent outside of the United Kingdom) in respect of which any Group Member has to make a payment to HM Revenue and Customs or any other tax authority and which arise by reference to:

(i) the issue of the Subscriber Shares;

(ii) the transfer of the Subscriber Shares;

(iii) the redemption or conversion of the Subscriber Shares; and/or

(iv) any other event giving rise to a charge under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) occurring during the ownership of the Subscriber Shares by the Subscriber.

2.2 In this agreement where the context admits:

(a) reference to the singular includes the plural, reference to any gender includes the other genders;

(b) reference to a statutory provision includes reference to:

(i) any order, regulation, statutory instrument or other subsidiary legislation at any time made under it for the time being in force (whenever made);

(ii) any modification, amendment, consolidation, re-enactment or replacement of it or provision of which it is a modification, amendment, consolidation, re-enactment or replacement;

(c) reference to a clause, schedule or paragraph is to a clause, schedule or a paragraph of a schedule of or to this agreement respectively;

(d) reference to the parties to this agreement includes their respective successors, permitted assigns and personal representatives;

(e) reference to any party to this agreement comprising more than one person includes each person constituting that party;

(f) the headings are for ease of reference only and shall not affect the construction or interpretation of this agreement.

2.3 For the purposes of this agreement, “Sale” has the meaning given to it in the Articles save that (unless the Board, with the consent of the Investor Director, determines otherwise) no Sale shall be treated as occurring where the person (and Connected Persons and group of persons acting in concert, where relevant) acquiring or obtaining shares in the circumstances which is giving rise to the “Sale” are Apax entities.

3. TERMS OF SHARE HOLDING

3.1 The Subscriber agrees to hold the Subscriber Shares subject to the terms and conditions of this agreement and the Articles.

3.2 The Subscriber:

(a) confirms, warrants and undertakes that he is acquiring the Subscriber Shares on his own behalf for investment purposes and not re-sale;

(b) confirms, warrants and undertakes that in deciding to apply for the Subscriber Shares, he has made his own assessment of the risks and opportunities involved and has not relied upon any warranty, representation, or inducement from any person;

(c) shall undertake all such acts, things and deeds necessary to effect a conversion, redemption, forfeiture and sale of the Subscriber Shares in accordance with the Articles and this agreement;

(d) undertakes that (if required by the Company) he shall on the date of this agreement enter into an election under section 431(1) Income Tax (Earnings and Pensions) Act 2003 (or any equivalent legislation in any applicable jurisdiction) such that any restrictions attaching to the Subscriber Shares will be ignored when valuing the Subscriber Shares for tax purposes;

(e) irrevocably agrees to the appointment of any officer of the Company to negotiate and agree on his behalf with Her Majesty’s Revenue and Customs (or any equivalent statutory body or taxation authority in any applicable jurisdiction) the restricted and/or unrestricted market value of the Subscriber Shares for tax purposes.

4. SHARE CONVERSION

4.1 In the event that the Subscriber ceases to be an employee, the Company shall notify the Subscriber in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of:

(a) the number of Subscriber Shares which will be the subject of the Conversion Notice, being the number of Subscriber Shares held by the Subscriber which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and

(b) the date to be specified by the Subscriber in the Conversion Notice for the Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date.

4.2 In the event a Company Conversion Information Notice is served pursuant to clause 4.1, the Subscriber shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Subscriber Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date. This provision is without prejudice to clause 6.1(b)(iii).

4.3 In the event that a Sale is to occur, the Company may notify the Subscriber in writing by service of a Company Conversion Information Notice of:

(a) the number of Subscriber Shares which will be the subject of the Conversion Notice, being the number of Subscriber Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of Subscriber Shares as is determined by the Board; and

(b) the date to be specified by the Subscriber in the Conversion Notice for the Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale).

4.4 In the event a Company Conversion Information Notice is served pursuant to clause 4.3, the Subscriber shall, prior to the Conversion Date (but in any event within 7 days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Subscriber Shares equal to the Conversion Number into Deferred Shares on the Conversion Date (taking effect immediately prior to the relevant Sale so that the Conversion Number of Subscriber Shares are converted into Deferred Shares immediately prior to the Sale). This provision is without prejudice to clause 6.1(b)(iii).

5. SHARE TRANSFER

The Subscriber shall not, otherwise than pursuant to the operation of Articles 11, 12, 13, 14 and 15 of the Articles, without the prior written consent of the Investor Director (such consent to be made subject to such conditions as the Investor Director may require) transfer the Subscriber Shares or enter into any arrangement which may place any Encumbrance on the Subscriber Shares.

6. POWER OF ATTORNEY

6.1 The Subscriber:

(a) irrevocably appoints the Company as his attorney (“Attorney”) for all purposes referred to in this agreement or in the Articles and irrevocably authorises the Attorney (on the Subscriber’s behalf) to execute all document(s) and to do any and all acts and things as the Attorney shall in its absolute discretion consider necessary in order to give full effect to the terms of this agreement or of the Articles. Every attorney that may be appointed by virtue of this Clause shall be considered to act singly as the true and lawful attorney of the Executive with full power of substitution as specified herein;

(b) agrees that the Attorney may in his name or otherwise on the Subscriber’s behalf:

(i) execute any stock transfer form and any other documents and do all things necessary in order to transfer any of the Subscriber Shares or New Shares in accordance with this agreement or the Articles (or the articles of association of the company in which the New Shares are issued) including, without prejudice to the generality to the foregoing, any transfer pursuant to a Drag Along Notice;

(ii) accept any Company Conversion Information Notice (or other document) served in accordance with this agreement;

(iii) serve a Conversion Notice (or other document) in accordance with this agreement;

(iv) receive and comply with a Drag Along Notice;

(v) make any tax filing or claim for relief or exemption that the Attorney considers necessary or desirable in connection with any transfer referred to at (b)(i) above;

(vi) approve any alteration to this agreement pursuant to clause 7 or 9;

(vii) accept and retain any share certificate issued in respect of the Subscriber Shares or New Shares;

(viii) sign any written resolution of the shareholders of the Company (or of the holders of the relevant class of shares in the Company) that the Board of Directors of the Company considers to be necessary or desirable for the purposes of or in connection with the IPO (as defined below) or any pre-IPO restructuring, reconstruction or amalgamation involving the share capital of the Company (“Resolutions”) including without prejudice to the generality of the foregoing any reorganisation, conversion or reclassification of all or any of the share capital of the Company and/or the alteration, abrogation or variation of the rights attached to the Subscriber Shares; and/or

(ix) in lieu of signing a written resolution as aforesaid, to appoint a proxy to attend and vote on his or her behalf on any Resolutions to be proposed at a general meeting of the Company at the discretion of the Attorney and to approve, in writing or otherwise, any consent to the convening of any such meeting at short notice.

6.2 The Subscriber hereby authorises the Attorney to:

(a) delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise and vary or revoke such delegation at any time; and

(b) appoint one or more persons to act as substitute attorney for the Subscriber and to exercise one or more of the powers conferred on the Attorney by this power of attorney and revoke any such appointment,

provided that neither of the above appointments shall constitute the appointment of a new attorney (for the same business of the mandate created by virtue of Clause 6.3 or otherwise) or the revocation of the said mandate given to the Attorney.

6.3 The Subscriber undertakes:

(a) not to exercise any power conferred on the Attorney by this power of attorney without the Attorney’s consent;

(b) to promptly notify the Attorney of, and deliver to the Attorney, anything received by the Subscriber in its capacity as the registered holder of the Subscriber Shares or New Shares;

(c) to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney and hereby ratifies and confirms and agrees to ratify and confirm any act whatsoever the Attorney shall lawfully do or cause to be done and all documents executed by the Attorney in the exercise or proposed exercise of all or any of his powers; and

(d) to indemnify and hold each Attorney harmless against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

6.4 The Subscriber declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.

6.5 The Attorney is expressly authorized to act under this Power of Attorney.

6.6 The Subscriber agrees that the Attorney shall not accept any responsibility and shall not be under any liability for any act or omission of the Attorney or any of its representatives (save in the case of the Attorney’s own fraud, gross negligence or wilful misconduct).

6.7 The Subscriber agrees that the power of attorney and other authorities on the terms conferred by or referred to in this agreement, including but not limited to the authority granted in terms of clause 3.2(e) of this agreement, are given by way of security for the performance of the obligations of the Subscriber and are irrevocable, to the extent permitted by applicable law, in accordance with section 4 of the Powers of Attorney Act 1971 and, in terms of Maltese law in so far as it may be applicable, article 1887 of the Civil Code (Cap. 16 of the Laws of Malta). Such power of attorney shall be irrevocable except with written consent of the Attorney.

7. MISCELLANEOUS

7.1 This agreement shall not form part of the contract of employment of the Subscriber and shall not entitle the Subscriber to any additional employment rights not set out in their contract of employment. The rights and obligations of the Subscriber under the terms of his office or employment shall not be affected by his participation in this agreement and the Subscriber shall waive any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever (including unfair or wrongful dismissal) insofar as those rights arise or may arise from his ceasing to have rights under this agreement or losing entitlement to the Subscriber Shares as a result of such termination. No such participation, rights or benefits shall be taken into account for the purposes of calculating the amount of benefits payable to any pension fund. Subscriber Shares held pursuant to this agreement shall not constitute any representation or warranty that any benefit will accrue to any individual who holds those Subscriber Shares.

7.2 The terms of this agreement shall in all respects be administered by the board of directors of the Company, and in the event of any dispute or disagreement as to the interpretation of this agreement, or as to any question or right arising from or related to this agreement, the decision of the board of directors for the time being of the Company shall be final and binding upon all persons. It is expressly agreed and understood by and between the parties to this agreement that: from time to time during the term hereof there may be information relating to the Company and/or the Group which is considered by the board of directors to be of a commercially sensitive nature and/or which it would not be in the best interests of the Company to disclose to all shareholders of the Company, and accordingly disclosure of such information to the Subscriber should be withheld; the determination as to what information shall fall within this category is considered to constitute a question related to this agreement on which the decision of the board of directors for the time being of the Company shall be final and binding upon all persons as aforesaid; and that for all intents and purposes the Subscriber hereby grants his unconditional waiver to the right to receive such information as the board of directors may determine from time to time, including during or for the purposes of a general meeting of the shareholders of the Company.

7.3 Subject to clause 9.2 and 9.3, the board of directors for the time being of the Company may at any time and from time to time make any alteration to this agreement which it thinks fit provided that:

(a) any alteration to this agreement which is necessary to comply with or to take account of any applicable legislation or statutory regulations or any change in them, or any requirements of any tax authority or to obtain or maintain favourable taxation, exchange and/or regulatory treatment for the Company, any Group Member or the Subscriber, may be made without the consent of the Subscriber; and

(b) (subject to clause 7.3(a)) no alteration which would materially and unfairly increase the liability of the Subscriber or materially and unfairly decrease the value of his subsisting rights under this agreement shall be made without the Subscriber’s prior written consent.

8. TAX INDEMNITY

The Subscriber covenants with the Company to allow the Company or any other Group Member (in each case a “Relevant Payer”) to recover from him (to the extent permitted by law) all and any Relevant Tax Liability and hereby indemnifies and will keep indemnified on a continuing basis each Relevant Payer in respect of any Relevant Tax Liability (to the extent permitted by law). For the purposes of such indemnity, but without prejudice to the right of any Relevant Payer to enforce the indemnity in any other way:

(a) the Subscriber authorises (for all purposes, including Part II of the Employment Rights Act 1996) the Relevant Payer (or his employing company if different) to deduct (to the extent permitted by law) sufficient funds which, in the reasonable opinion of the Relevant Payer, would be equal to any Relevant Tax Liability from any payment made to or in respect of the Subscriber by the employing company or the Relevant Payer on or after the date of the event which gives rise to the Relevant Tax Liability;

(b) the Subscriber agrees (to the extent permitted by law) to pay to the Relevant Payer an amount sufficient to satisfy all Relevant Tax Liability to the extent that such liabilities are not recovered from the Subscriber pursuant to clause 8(a) or otherwise to enter into such arrangements as the Company may consider appropriate to recover from the Subscriber the amount of any Relevant Tax Liability.

9. VARIATIONS

9.1 Subject to clause 7.3 and the following provisions of this clause 9, no variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.

9.2 In the event that any of the Subscriber Shares are to be converted pursuant to the provisions of Article 7.6 of the Articles in connection with a Listing, then the board of directors for the time being of the Company may (by simple board resolution) make any alteration to this agreement which it thinks fit so that the provisions of this agreement apply (from and after the relevant conversion) in respect of the shares into which the Subscriber Shares have converted (including, for the avoidance of doubt, so that the provisions of schedule 2 apply to determine the extent to which (and when) the shares into which the Subscriber Shares have converted shall be treated as “Vested” with the intention that 100% of such shares will be “Vested” on the same date as 100% of the Subscriber Shares would have “Vested” under that schedule).

9.3 If the Subscriber Shares are exchanged for, converted into, or otherwise become shares of another corporation or company, wherever incorporated, (the “New Shares”), this agreement shall apply to the New Shares (in lieu of the Subscriber Shares) and shall be construed as if all references to the Company were to such other corporation or company, as if all references to the Subscriber Shares were to the New Shares and as if all references to the Articles were to the corresponding provisions of the constitutional documents of such other corporation or company and the Board may (by simple board resolution) unilaterally amend the terms of this agreement in such manner as it shall determine to be necessary or desirable:

(a) such that it relates to the New Shares acquired by the Subscriber (rather than the Subscriber Shares, save in respect of the provisions of clause 8 (which may be amended so that the indemnity provisions are given in respect of both the Subscriber Shares and the New Shares)), including to adjust the number of such shares in such manner as the Board determines in its sole discretion is fair and equitable;

(b) to reflect the fact that the New Shares relate to another corporation or company, including a foreign corporation or company, as the case may be, (rather than the Company);

(c) to take account of any other matters (such as, without limitation, variations between the Articles and the constitutional documents governing the other corporation or company in which the New Shares are issued and in the case of the corporation or company being incorporated in another jurisdiction, differences between the laws of Malta and the laws applicable to such company or corporations) that the Board considers necessary or desirable to give effect to the commercial intention of the arrangement envisaged by this agreement; and/or

(d) so that the provisions of schedule 2 shall apply to the New Shares for the purposes of determining the extent to which (and when) the New Shares shall be treated as “Vested” with the intention that 100% of such shares will be “Vested” on the same date as 100% of the Subscriber Shares would have “Vested” under that schedule.

10. MARKET STANDOFF

10.1 The Subscriber agrees that, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of A ordinary shares in the Company (determined on an as-converted into A ordinary shares basis), the Subscriber will not, if requested by the managing underwriter(s) in the initial underwritten sale of A ordinary shares of the Company to the public pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any A ordinary shares or securities convertible into A ordinary shares, except for: (i) transfers of shares permitted under clause 10.2 hereof so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this clause 10.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this clause and to impose stop transfer instructions with respect to the shares until the end of such period. The Subscriber further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

10.2 The following transfers will be exempt from clause 10.1: (i) the transfer of any or all of the shares during the Subscriber’s lifetime by gift or on the Subscriber’s death by will or intestacy to any member(s) of the Subscriber’s “Immediate Family” (as defined below) or to a trust for the benefit of the Subscriber and/or member(s) of the Subscriber’s Immediate Family, provided that each transferee or other recipient agrees in writing satisfactory to the Company that the provisions of clause 10.1 will continue to apply to the transferred shares in the hands of such transferee or other recipient. As used herein, the term “Immediate Family” will mean the Subscriber’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted

grandchild of the Subscriber or the Subscriber’s spouse, or the spouse of any of the above or Spousal Equivalent, as defined herein. As used herein, a person is deemed to be a “Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the transferee and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely.

10.3 Where the Subscriber Shares are exchanged for, converted into, or otherwise become New Shares, clauses 10.1 and 10.2 shall apply as if references to the Company were to the company in which the New Shares are issued.

11. NOTICES

Any notice or other communication under or in connection with this agreement may be given:

(a) by personal delivery or by sending the same by post, to the Subscriber at his last known address, or to the address of the place of business at which he performs the whole or substantially the whole of his duties of his office or employment, and to the Company at its registered office and where a notice or other communication is given by first class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped; or

(b) to the Subscriber by electronic communication to their usual business address or to such other address for the time being notified for that purpose to the person giving the notice.

12. FURTHER ASSURANCE

Each of the parties agrees that it shall execute or procure to be done and executed all such acts, deeds, documents and things as may be necessary to give effect to this agreement.

13. COUNTERPARTS

This agreement may be executed in any number of counterparts each of which when executed by one or more of the parties hereto shall constitute an original but all of which shall constitute one and the same instrument.

14. THIRD PARTY RIGHTS

A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that a Relevant Payer shall be entitled to enforce the provisions of Clause 8 and that any holding company of the Company (from time to time) may enforce any of the provisions of this agreement (“holding company” having the meaning given in section 1159 Companies Act 2006 for this purpose). This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. The Company may assign any of its rights under this agreement.

15. GOVERNING LAW AND JURISDICTION

15.1 This agreement, including, for the avoidance of doubt, the power of attorney granted in terms of clause 6 hereof, shall be governed by and construed in accordance with the laws of England.

15.2 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this agreement and that accordingly, any suit, action or proceedings arising out of or in connection with this agreement shall be brought in such courts.

This agreement is executed and delivered as a Deed on the date set out on the first page of this agreement.

Signed as a deed, but not delivered until the first date specified on page 1, by [NAME] in the presence of: )
) ) Signature __________________________

Witness signature	__________________________
Witness name	__________________________
(block capitals)
Witness address	__________________________
	__________________________
	__________________________

Executed as a deed, but not delivered until the first date specified on page 1, by MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED by a	) ) ) )
director in the presence of a witness:		Signature	________________________
		Name (block capitals)	________________________
			Director

Witness signature	__________________________
Witness name	__________________________
(block capitals)
Witness address	__________________________
	__________________________
	__________________________

SCHEDULE 1

Company Conversion Information Notice

To: [Subscriber]

[Address]

Date:

This notice is served pursuant to clause 4 of the share subscription agreement entered between you and Midasplayer International Holding Company Limited (“Company”) on [    ], relating to your acquisition of [number and class ] shares (“Subscription Agreement”).

Pursuant to clause 4 of the Subscription Agreement, you are required to serve a notice on the Company in the form attached, requesting that the Conversion Number (as specified below) of your Subscriber Shares (as defined in the Subscription Agreement) convert into Deferred Shares on the Conversion Date (as specified below):

Conversion Number:

Conversion Date:

______________________________

On behalf of Midasplayer International Holding Company Limited

Conversion Notice

To: Midasplayer International Holding Company Limited

[Address]

Date: [                 ]

Dear Sirs,

Conversion Notice

This notice is served pursuant to Article 7.7 of the articles of association (“Articles”) of Midasplayer International Holding Company Limited. In accordance with the Articles, notice is hereby given that the number of [    ] shares specified below shall convert into Deferred Shares on the Conversion Date specified below. [It is acknowledged that this conversion is intended to take effect immediately prior to the relevant Sale.]

Conversion Number of [[D1] [D2] Ordinary Shares]:____________

Conversion Date:____________

Signed____________

By [Subscriber] [acting by [insert name of agent / attorney] being such person’s duly appointed [agent / or attorney]]

[[and in the case of a notice exercised by an attorney]

Witnessed by:      [Witness signature]

Witness name:     [Insert name of witness]

Witness address: [Insert address]]

SCHEDULE 2

For the purposes of this agreement:

[Vesting Schedule]

Notwithstanding any of the above, no Subscriber Shares shall “Vest” after the date on which the Subscriber ceases to be employed by (or a director of) the Company or any member of the Group unless the Board (having obtained the consent of the Investor Director) determines otherwise.

(1) [Name]

and

(2) MIDASPLAYER INTERNATIONAL HOLDING COMPANY

LIMITED

SUBSCRIPTION AGREEMENT

DATE

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

When considering what action you should take, you are recommended to seek your own independent financial advice from your own stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

This Subscription Agreement and all other documentation received from the Company are not, and should not be taken as, a recommendation to purchase shares.

This Subscription Agreement and the accompanying documents from the Company are submitted on a confidential basis and the offer contained in them is personal to the recipient and may not be transferred or assigned by the recipient.

This agreement is made on                     2011 between:

(1) Midasplayer International Holding Company Limited, company number C40465, whose registered office is at 125/14, The Strand, Gzira, GZR 1027 Malta (“Company”); and

(2) •of • (“Employee”).

1. BACKGROUND

The Employee has acquired and is the holder of •D1 ordinary shares in the Company (“Employee Shares”).

The Employee has agreed to hold the Employee Shares subject to the terms of the Articles and this agreement.

Pursuant to the provisions of this agreement, the Employee Shares (or a proportion thereof) will, in certain circumstances and at certain times, be converted into Deferred Shares.

2. DEFINITIONS AND INTERPRETATION

2.1 In this agreement, the following terms shall have the following meanings and, unless the context requires otherwise, the terms defined in the Articles shall have the same meanings in this agreement:

(a) “Articles” means the Articles of Association of the Company adopted on 14 November 2011, as amended from time to time;

(b) “Encumbrance” means a mortgage, charge, pledge, lien, option, restriction, equity, right to acquire, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind or any other type of preferential arrangement (including, without limitation, a title transfer and retention arrangement) having similar effect;

(c) “Relevant Tax Liability” means any income tax and national insurance contributions (or their equivalent outside of the United Kingdom) in respect of which any Group Member has to make a payment to HM Revenue and Customs or any other tax authority and which arise by reference to:

(i) the issue of the Employee Shares;

(ii) the transfer of the Employee Shares;

(iii) the redemption or conversion of the Employee Shares; and/or

(iv) any other event giving rise to a charge under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 occurring during the ownership of the Employee Shares by the Employee.

2.2 In this agreement where the context admits:

(a) reference to the singular includes the plural, reference to any gender includes the other genders;

(b) reference to a statutory provision includes reference to:

(i) any order, regulation, statutory instrument or other subsidiary legislation at any time made under it for the time being in force (whenever made);

(ii) any modification, amendment, consolidation, re-enactment or replacement of it or provision of which it is a modification, amendment, consolidation, re-enactment or replacement;

(c) reference to a clause, schedule or paragraph is to a clause, schedule or a paragraph of a schedule of or to this agreement respectively;

(d) reference to the parties to this agreement includes their respective successors, permitted assigns and personal representatives;

(e) reference to any party to this agreement comprising more than one person includes each person constituting that party;

(f) the headings are for ease of reference only and shall not affect the construction or interpretation of this agreement.

3. TERMS OF SHARE HOLDING

3.1 The Employee agrees to hold the Employee Shares subject to the terms and conditions of this agreement and the Articles.

3.2 The Employee:

(a) confirms, warrants and undertakes that he is acquiring the Employee Shares on his own behalf for investment purposes and not re-sale;

(b) confirms, warrants and undertakes that in deciding to apply for the Employee Shares, he has made his own assessment of the risks and opportunities involved and has not relied upon any warranty, representation, or inducement from any person;

(c) shall undertake all such acts, things and deeds necessary to effect a conversion, redemption, forfeiture and sale of the Employee Shares in accordance with the Articles and this agreement;

(d) undertakes that (if required by the Company) he shall on the date of this agreement enter into an election under section 431(1) Income Tax (Earnings and Pensions) Act 2003 such that any restrictions attaching to the Employee Shares will be ignored when valuing the Employee Shares for tax purposes;

(e) irrevocably agrees to the appointment of any officer of the Company to negotiate and agree on his behalf with Her Majesty’s Revenue and Customs the restricted and/or unrestricted market value of the Employee Shares for tax purposes.

4. NOT USED

5. SHARE TRANSFER

The Employee shall not, otherwise than pursuant to the operation of Articles 11, 12, 13, 14 and 15 of the Articles, without the prior written consent of the Investor Director (such consent to be made subject to such conditions as the Investor Director may require) transfer the Employee Shares or enter into any arrangement which may place any Encumbrance on the Employee Shares.

6. POWER OF ATTORNEY

6.1 The Employee:

(a) irrevocably appoints the Company as his attorney (“Attorney”) for all purposes referred to in this agreement and irrevocably authorises the Attorney (on the Employee’s behalf) to execute all document(s) and to do any and all acts and things as the Attorney shall in its absolute discretion consider necessary in order to give full effect to the terms of this agreement;

(b) agrees that the Attorney may in his name or otherwise on the Employee’s behalf:

(i) execute any stock transfer form and do all things necessary in order to transfer any of the Employee Shares in accordance with this agreement or the Articles;

(ii) approve any alteration to this agreement pursuant to clause 7; and/or

(iii) accept and retain any share certificate issued by the Company in respect of the Employee Shares.

6.2 The Attorney may:

(a) delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise and vary or revoke such delegation at any time; and

(b) appoint one or more persons to act as substitute attorney for the Employee and to exercise one or more of the powers conferred on the Attorney by this power of attorney and revoke any such appointment.

6.3 The Employee undertakes:

(a) not to exercise any power conferred on the Attorney by this power of attorney without the Attorney’s consent;

(b) to promptly notify the Attorney of, and deliver to the Attorney, anything received by the Employee in its capacity as the registered holder of the Employee Shares;

(c) to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney; and

(d) to indemnify each Attorney against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

6.4 The Employee declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.

6.5 The Employee agrees that the power of attorney and other authorities on the terms conferred by or referred to in this agreement are given by way of security for the performance of the obligations of the person concerned and are irrevocable in accordance with section 4 of the Powers of Attorney Act 1971. Such power of attorney shall be irrevocable except with written consent of the Attorney.

7. MISCELLANEOUS

7.1 This agreement shall not form part of the contract of employment of the Employee and shall not entitle the Employee to any additional employment rights not set out in their contract of employment. The rights and obligations of the Employee under the terms of his office or employment shall not be affected by his participation in this agreement and the Employee shall waive any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever (including unfair or wrongful dismissal) insofar as those rights arise or may arise from his ceasing to have rights under this agreement or losing entitlement to the Employee Shares as a result of such termination. No such participation, rights or benefits shall be taken into account for the purposes of calculating the amount of benefits payable to any pension fund. Employee Shares held pursuant to this agreement shall not constitute any representation or warranty that any benefit will accrue to any individual who holds those Employee Shares.

7.2 The terms of this agreement shall in all respects be administered by the board of directors of the Company, and in the event of any dispute or disagreement as to the interpretation of this agreement, or as to any question or right arising from or related to this agreement, the decision of the board of directors for the time being of the Company shall be final and binding upon all persons.

7.3 Subject to clause 9.2, the board of directors for the time being of the Company may at any time and from time to time make any alteration to this agreement which it thinks fit provided that:

(a) any alteration to this agreement which is necessary to comply with or to take account of any applicable legislation or statutory regulations or any change in them, or any requirements of any tax authority or to obtain or maintain favourable taxation, exchange and/or regulatory treatment for the Company, any Group Member or the Employee may be made without the consent of the Employee; and

(b) (subject to clause 7.3(a)) no alteration which would materially and unfairly increase the liability of the Employee or materially and unfairly decrease the value of his subsisting rights under this agreement shall be made without the Employee’s prior written consent.

8. TAX INDEMNITY

The Employee covenants with the Company to allow the Company or any other Group Member (in each case a “Relevant Payer”) to recover from him (to the extent permitted by law) all and any Relevant Tax Liability and hereby indemnifies and will keep indemnified on a continuing basis each Relevant Payer in respect of any Relevant Tax Liability (to the extent permitted by law). For the purposes of such indemnity, but without prejudice to the right of any Relevant Payer to enforce the indemnity in any other way:

(a) the Employee authorises (for all purposes, including Part II of the Employment Rights Act 1996) the Relevant Payer (or his employing company if different) to deduct (to the extent permitted by law) sufficient funds which, in the reasonable opinion of the Relevant Payer, would be equal to any Relevant Tax Liability from any payment made to or in respect of the Employee by the employing company or the Relevant Payer on or after the date of the event which gives rise to the Relevant Tax Liability;

(b) the Employee agrees (to the extent permitted by law) to pay to the Relevant Payer an amount sufficient to satisfy all Relevant Tax Liability to the extent that such liabilities are not recovered from the Employee pursuant to clause 8(a) or otherwise to enter into such arrangements as the Company may consider appropriate to recover from the Employee the amount of any Relevant Tax Liability.

9. VARIATIONS

9.1 Subject to clause 7.3 and the following provisions of this clause 9, no variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.

9.2 In the event that any of the Employee Shares are to be converted pursuant to the provisions of Article 7.6 of the Articles in connection with a Listing, then the board of directors for the time being of the Company may (by simple board resolution) make any alteration to this agreement which it thinks fit so that the provisions of this agreement apply (from and after the relevant conversion) in respect of the shares into which the Employee Shares have converted (including, for the avoidance of doubt, so that the provisions of schedule 2 apply to determine the extent to which (and when) the shares into which the Employee Shares have converted shall be treated as “Vested” with the intention that 100% of such shares will be “Vested” on the same date as 100% of the Employee Shares would have “Vested” under that schedule).

10. NOTICES

Any notice or other communication under or in connection with this agreement may be given:

(a) by personal delivery or by sending the same by post, to the Employee at his last known address, or to the address of the place of business at which he performs the whole or substantially the whole of his duties of his office or employment, and to the Company at its registered office and where a notice or other communication is given by first class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped; or

(b) to the Employee by electronic communication to their usual business address or to such other address for the time being notified for that purpose to the person giving the notice.

11. FURTHER ASSURANCE

Each of the parties agrees that it shall execute or procure to be done and executed all such acts, deeds, documents and things as may be necessary to give effect to this agreement.

12. COUNTERPARTS

This agreement may be executed in any number of counterparts each of which when executed by one or more of the parties hereto shall constitute an original but all of which shall constitute one and the same instrument.

13. THIRD PARTY RIGHTS

A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that a Relevant Payer shall be entitled to enforce the provisions of Clause 8. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

14. GOVERNING LAW AND JURISDICTION

14.1 This agreement shall be governed by and construed in accordance with the laws of England.

14.2 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this agreement and that accordingly, any suit, action or proceedings arising out of or in connection with this agreement shall be brought in such courts.

This agreement is executed and delivered as a Deed on the date set out on the first page of this agreement.

Signed as a deed, but not delivered until the	)
first date specified on page 1, by • in the	)
presence of:	)	Signature
Witness signature
Witness name
(block capitals)
Witness address
Executed as a deed, but not delivered until	)
the first date specified on page 1, by	)
MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED by a director in the presence of a witness:	) )	Signature
		Name (block capitals)
			Director
Witness signature
Witness name
(block capitals)
Witness address

(1)                     

and

(2) MIDASPLAYER INTERNATIONAL HOLDING COMPANY

LIMITED

and

(3)                     

SUBSCRIPTION AGREEMENT

DATE

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

When considering what action you should take, you are recommended to seek your own independent financial advice from your own stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

This Subscription Agreement and all other documentation received from the Company are not, and should not be taken as, a recommendation to purchase shares.

This Subscription Agreement and the accompanying documents from the Company are submitted on a confidential basis and the offer contained in them is personal to the recipient and may not be transferred or assigned by the recipient.

This agreement is made on                      between:

(1)                      (“GFC”);

(2) Midasplayer International Holding Company Limited, company number C40465, whose registered office is at 125/14, The Strand, Gzira, GZR 1027 Malta (“Company”); and

(3)                      (“Employee”).

1. BACKGROUND

GFC has acquired and is the holder of                      D1 ordinary shares of €                      in the Company (“GFC Shares”).

GFC has agreed to hold the GFC Shares subject to the terms of the Articles and this agreement.

Pursuant to the provisions of this agreement, the GFC Shares (or a proportion thereof) will, in certain circumstances and at certain times, be converted into Deferred Shares.

2. DEFINITIONS AND INTERPRETATION

2.1. In this agreement, the following terms shall have the following meanings and, unless the context requires otherwise, the terms defined in the Articles shall have the same meanings in this agreement:

(a) “Articles” means the Articles of Association of the Company adopted on as amended from time to time;

(b) “ceasing to be an employee” means ceasing to be an employee and/or director of or consultant to the Company or any Group Member and “ceases to be an employee” shall be construed accordingly. In this definition the Employee will be deemed to cease to be an employee and/or director and/or consultant on the Relevant Cessation Date;

(c) “Conversion Date” the date to be specified by GFC in the relevant Conversion Notice for the GFC Shares (or a proportion thereof) to convert into Deferred Shares, being the date determined in accordance with clause 4.1(b) or 4.3(b) (as appropriate);

(d) “Conversion Number” means the number of GFC Shares which are to be the subject of the relevant Conversion Notice, as calculated in accordance with clause 4.1(a) or 4.3(a) (as appropriate);

(e) “Encumbrance” means a mortgage, charge, pledge, lien, option, restriction, equity, right to acquire, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind or any other type of preferential arrangement (including, without limitation, a title transfer and retention arrangement) having similar effect;

(f) “Relevant Cessation Date” means the date on which the Employee ceases to be an employee or director of or a consultant to any Group Member for any reason (including death or bankruptcy) without remaining or immediately becoming an employee or director of or a consultant to any other Group Member or, the date on which the Employee gives or is given notice of termination of his contract of employment or letter of appointment or the date of occurrence of a repudiatory breach by him of such contract or letter of appointment, including a breach caused by the Employee failing to come Into his place of work (whichever is the earlier);

(g) “Relevant Tax Liability” means any income tax and national insurance contributions (or their equivalent outside of the United Kingdom) in respect of which any Group Member has to make a payment to HM Revenue and Customs or any other tax authority and which arise by reference to:

(i) the issue of the GFC Shares;

(ii) the transfer of the GFC Shares;

(iii) the redemption or conversion of the GFC Shares; and/or

(iv) any other event giving rise to a charge under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 occurring during the ownership of the GFC Shares by GFC.

2.2. In this agreement where the context admits:

(a) reference to the singular includes the plural, reference to any gender includes the other genders;

(b) reference to a statutory provision includes reference to:

(i) any order, regulation, statutory instrument or other subsidiary legislation at any time made under it for the time being in force (whenever made);

(ii) any modification, amendment, consolidation, re-enactment or replacement of it or provision of which it is a modification, amendment, consolidation, re-enactment or replacement;

(c) reference to a clause, schedule or paragraph is to a clause, schedule or a paragraph of a schedule of or to this agreement respectively;

(d) reference to the parties to this agreement includes their respective successors, permitted assigns and personal representatives;

(e) reference to any party to this agreement comprising more than one person includes each person constituting that party;

(f) the headings are for ease of reference only and shall not affect the construction or interpretation of this agreement.

2.3. For the purposes of this agreement, “Sale” has the meaning given to it in the Articles save that (unless the Board, with the consent of the Investor Director, determines otherwise) no Sale shall be treated as occurring where the person (and Connected Persons and group of persons acting in concert, where relevant) acquiring or obtaining shares in the circumstances which is giving rise to the “Sale” are Apax entities.

3. TERMS OF SHARE HOLDING

3.1. GFC agrees to hold the GFC Shares subject to the terms and conditions of this agreement and the Articles.

3.2. GFC:

(a) confirms, warrants and undertakes that it is acquiring the GFC Shares on its own behalf for investment purposes and not re-sale;

(b) confirms, warrants and undertakes that in deciding to apply for the GFC Shares, it has made its own assessment of the risks and opportunities involved and has not relied upon any warranty, representation, or inducement from any person;

(c) shall undertake all such acts, things and deeds necessary to effect a conversion, redemption, forfeiture and sale of the GFC Shares in accordance with the Articles and this agreement;

(d) irrevocably agrees to the appointment of any officer of the Company to negotiate and agree on its behalf with Her Majesty’s Revenue and Customs the restricted and/or unrestricted market value of the GFC Shares for tax purposes.

3.3. The Employee undertakes that (if required by the Company) he shall on the date of this agreement enter into an election under section 431(1) Income Tax (Earnings and Pensions) Act 2003 such that any restrictions attaching to the GFC Shares will be ignored when valuing the GFC Shares for tax purposes.

4. SHARE CONVERSION

4.1. In the event that the Employee ceases to be an employee, the Company shall notify GFC in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of:

(a) the number of GFC Shares which will be the subject of the Conversion Notice, being the number of GFC Shares held by GFC which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and

(b) the date to be specified by GFC in the Conversion Notice for the GFC Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date.

4.2. In the event a Company Conversion Information Notice is served pursuant to clause 4.1, GFC shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of GFC Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date.

4.3. In the event that a Sale is to occur, the Company may notify GFC in writing by service of a Company Conversion Information Notice of:

(a) the number of GFC Shares which will be the subject of the Conversion Notice, being the number of GFC Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of GFC Shares as is determined by the Board; and

(b) the date to be specified by GFC in the Conversion Notice for the GFC Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale).

4.4. In the event a Company Conversion Information Notice is served pursuant to clause 4.3, GFC shall, prior to the Conversion Date (but in any event within 7 days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of GFC Shares equal to the Conversion Number into Deferred Shares on the Conversion Date (taking effect immediately prior to the relevant Sale so that the Conversion Number of GFC Shares are converted into Deferred Shares immediately prior to the Sale).

5. SHARE TRANSFER

GFC shall not, otherwise than pursuant to the operation of Articles 11, 12, 13, 14 and 15 of the Articles, without the prior written consent of the Investor Director (such consent to be made subject to such conditions as the Investor Director may require) transfer the GFC Shares or enter into any arrangement which may place any Encumbrance on the GFC Shares.

6. POWER OF ATTORNEY

6.1. GFC and the Employee each:

(a) irrevocably appoint the Company as their attorney (“Attorney”) for all purposes referred to in this agreement and irrevocably authorises the Attorney (on GFC’s or the Employee’s (as appropriate) behalf) to execute all document(s) and to do any and all acts and things as the Attorney shall in its absolute discretion consider necessary in order to give full effect to the terms of this agreement;

(b) agree that the Attorney may in the name of GFC or the Employee (as appropriate) or otherwise on GFC’s or the Employee’s behalf:

(i) execute any stock transfer form and do all things necessary in order to transfer any of the GFC Shares in accordance with this agreement or the Articles;

(ii) accept any Company Conversion Information Notice served in accordance with this agreement;

(iii) serve a Conversion Notice in accordance with this agreement;

(iv) approve any alteration to this agreement pursuant to clause 7; and/or

(v) accept and retain any share certificate issued by the Company in respect of the GFC Shares.

6.2. The Attorney may:

(a) delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise and vary or revoke such delegation at any time; and

(b) appoint one or more persons to act as substitute attorney for GFC or the Employee (as appropriate) and to exercise one or more of the powers conferred on the Attorney, by this power of attorney and revoke any such appointment.

6.3. GFC and the Employee each undertake:

(a) not to exercise any power conferred on the Attorney by this power of attorney without the Attorney’s consent;

(b) to promptly notify the Attorney of, and deliver to the Attorney, anything received by GFC in its capacity as the registered holder of the GFC Shares;

(c) to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney; and

(d) to indemnify each Attorney against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

6.4. GFC and the Employee each declare that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.

6.5. GFC and the Employee each agree that the powers of attorney and other authorities on the terms conferred by or referred to in this agreement are given by way of security for the performance of the obligations of the person concerned and are irrevocable in accordance with section 4 of the Powers of Attorney Act 1971. Such powers of attorney shall be irrevocable except with written consent of the Attorney.

7. MISCELLANEOUS

7.1. This agreement shall not form part of the contract of employment of the Employee and shall not entitle the Employee to any additional employment rights not set out in their contract of employment. The rights and obligations of the Employee under the terms of his office or employment shall not be affected by his or GFC’s participation in this agreement and the Employee shall waive any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever (including unfair or wrongful dismissal) insofar as those rights arise or may arise from the Employee or GFC ceasing to have rights under this agreement or losing entitlement to the GFC Shares as a result of such termination. No such participation, rights or benefits shall be taken into account for the purposes of calculating the amount of benefits payable to any pension fund. GFC Shares held pursuant to this agreement shall not constitute any representation or warranty that any benefit will accrue to any individual or entity that holds those GFC Shares.

7.2. The terms of this agreement shall in all respects be administered by the board of directors of the Company, and in the event of any dispute or disagreement as to the interpretation of this agreement, or as to any question or right arising from or related to this agreement, the decision of the board of directors for the time being of the Company shall be final and binding upon all persons.

7.3. Subject to clause 9.2, the board of directors for the time being of the Company may at any time and from time to time make any alteration to this agreement which it thinks fit provided that:

(a) any alteration to this agreement which is necessary to comply with or to take account of any applicable legislation or statutory regulations or any change in them, or any requirements of any tax authority or to obtain or maintain favourable taxation, exchange and/or regulatory treatment for the Company, any Group Member, GFC or the Employee may be made without the consent of GFC and/or the Employee; and

(b) (subject to clause 7.3(a)) no alteration which would materially and unfairly increase the liability of GFC or the Employee or materially and unfairly decrease the value of its or his subsisting rights under this agreement shall be made without GFC’s or the Employee’s (as appropriate) prior written consent.

7.4. The Employee hereby waives any rights he may have to receive any shares in the capital of the Company pursuant to his letter of appointment dated                      under which he was appointed as a non-executive director of the Company.

8. TAX INDEMNITY

GFC and the Employee jointly and severally covenant with the Company to allow the Company or any other Group Member (in each case a “Relevant Payer”) to recover from them (to the extent permitted by law) all and any Relevant Tax Liability and hereby indemnify and will keep indemnified on a continuing

basis each Relevant Payer in respect of any Relevant Tax Liability (to the extent permitted by law). For the purposes of such indemnity, but without prejudice to the right of any Relevant Payer to enforce the indemnity in any other way:

(a) GFC and the Employee authorise (for all purposes, including Part II of the Employment Rights Act 1996) the Relevant Payer (or, in the case of the Employee, his employing company if different) to deduct (to the extent permitted by law) sufficient funds which, in the reasonable opinion of the Relevant Payer, would be equal to any Relevant Tax Liability from any payment made to or in respect of GFC or the Employee by the employing company or the Relevant Payer on or after the date of the event which gives rise to the Relevant Tax Liability;

(b) GFC and the Employee agree (to the extent permitted by law) to pay to the Relevant Payer an amount sufficient to satisfy all Relevant Tax Liability to the extent that such liabilities are not recovered from GFC or the Employee pursuant to clause 8(a) or otherwise to enter into such arrangements as the Company may consider appropriate to recover from GFC or the Employee the amount of any Relevant Tax Liability.

9. VARIATIONS

9.1. Subject to clause 7.3 and the following provisions of this clause 9, no variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.

9.2. In the event that any of the GFC Shares are to be converted pursuant to the provisions of Article 7.6 of the Articles in connection with a Listing, then the board of directors for the time being of the Company may (by simple board resolution) make any alteration to this agreement which it thinks fit so that the provisions of this agreement apply (from and after the relevant conversion) in respect of the shares into which the GFC Shares have converted (including, for the avoidance of doubt, so that the provisions of schedule 2 apply to determine the extent to which (and when) the shares into which the GFC Shares have converted shall be treated as “Vested” with the intention that 100% of such shares will be ‘Vested” on the same date as 100% of the GFC Shares would have “Vested” under that schedule).

10. NOTICES

Any notice or other communication under or in connection with this agreement may be given:

(a) by personal delivery or by sending the same by post, to the Employee at his last known address, or to the address of the place of business at which he performs the whole or substantially the whole of his duties of his office or employment, and to GFC or the Company at its registered office and where a notice or other communication is given by first class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped; or

(b) to the Employee by electronic communication to their usual business address or to such other address for the time being notified for that purpose to the person giving the notice.

11. FURTHER ASSURANCE

Each of the parties agrees that it shall execute or procure to be done and executed all such acts, deeds, documents and things as may be necessary to give effect to this agreement.

12. COUNTERPARTS

This agreement may be executed in any number of counterparts each of which when executed by one or more of the parties hereto shall constitute an original but all of which shall constitute one and the same instrument.

13. THIRD PARTY RIGHTS

A person who is not party to this agreement shall have no right tinder the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that a Relevant Payer shall be entitled to enforce the provisions of Clause 8. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

14. GOVERNING LAW AND JURISDICTION

14.1. This agreement shall be governed by and construed in accordance with the laws of England.

14.2. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this agreement and that accordingly, any suit, action or proceedings arising out of or in connection with this agreement shall be brought in such courts.

This agreement is executed and delivered as a Deed on the date set out on the first page of this agreement.

Executed as a deed, but not delivered until the first	)
date specified on page 1, by	)
by a director in the presence of a witness:	) )
		Signature
		Name (block capitals)
		Director
Witness signature
Witness name
(block capitals)
Witness address

Executed as a deed, but not delivered until the first	)
date specified on page 1, by MIDASPLAYER	)
INTERNATIONAL HOLDING COMPANY	)
LIMITED by a director in the presence of a	)
witness:	)
		Signature
		Name (block capitals)
		Director
Witness signature
Witness name
(block capitals)
Witness address
Signed as a deed, but not delivered until the first	)
date specified on page 1, by	)
	) )
In the presence of
		Signature
Witness signature
Witness name
(block capitals)
Witness address

SCHEDULE 1

Company Conversion Information Notice

To: [GFC]

[Address]

Date:

This notice is served pursuant to clause 4 of the share subscription agreement entered between you, Midasplayer International Holding Company Limited (“Company”) and                      on [            ], relating to your acquisition of [number and class] shares (“Subscription Agreement”).

Pursuant to clause 4 of the Subscription Agreement, you are required to serve a notice on the Company in the form attached, requesting that the Conversion Number (as specified below) of the GFC Shares (as defined in the Subscription Agreement) convert into Deferred Shares on the Conversion Date (as specified below):

Conversion Number:

Conversion Date:

On behalf of Midasplayer International Holding Company Limited

CONVERSION NOTICE

To:	Midasplayer International Holding Company Limited
	[Address]

Date:
[                                         ]

Dear Sirs,

Conversion Notice

This notice is served pursuant to Article 7.7 of the articles of association (“Articles’) of Midasplayer International Holding Company Limited. In accordance with the Articles, notice is hereby given that the number of [  ] shares specified below shall convert into Deferred Shares on the Conversion Date specified below. It is acknowledged that this conversion is intended to take effect immediately prior to the relevant Sale.]

Conversion Number of D1 Ordinary Shares:                             

Conversion Date:                         

Signed:                             

By: [GFC] [acting by [insert name of agent/attorney] being such person’s duly appointed [agent / or attorney])

[[and in the case of a notice exercised by an attorney]

Witnessed by:	[Witness signature]
Witness name	[Insert name of witness]
(block capitals)
Witness address	[Insert address]

SCHEDULE 2

(1) [NAME]

and

(2) MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED

SUBSCRIPTION AGREEMENT

DATE [DATE]

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

When considering what action you should take, you are recommended to seek your own independent financial advice from your own stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

This Subscription Agreement and all other documentation received from the Company are not, and should not be taken as, a recommendation to purchase shares.

This Subscription Agreement and the accompanying documents from the Company are submitted on a confidential basis and the offer contained in them is personal to the recipient and may not be transferred or assigned by the recipient.

1

This agreement is made on                      between:

(1) Midasplayer International Holding Company Limited, company number C40465, whose registered office is at 125/14, The Strand, Gzira, GZR 1027 Malta (“Company”); and

(2) [Name, address] (“Employee”).

1. BACKGROUND

The Employee has acquired and is the holder of [shares] D2 ordinary shares in the Company (“Employee Shares”) and [shares] E ordinary shares in the Company (“E Shares”).

The Employee has agreed to hold the Employee Shares and E Shares subject to the terms of the Articles and this agreement.

Pursuant to the provisions of this agreement, the Employee Shares (or a proportion thereof) will, in certain circumstances and at certain times, be converted into Deferred Shares.

2. DEFINITIONS AND INTERPRETATION

2.1 In this agreement, the following terms shall have the following meanings and, unless the context requires otherwise, the terms defined in the Articles shall have the same meanings in this agreement:

(a) “Articles” means the Articles of Association of the Company adopted on             , as amended from time to time;

(b) “ceasing to be an employee” means ceasing to be an employee and/or director of the Company or any Group Member and “ceases to be an employee” shall be construed accordingly. In this definition the Employee will be deemed to cease to be an employee and/or director on the Relevant Cessation Date;

(c) “Conversion Date” the date to be specified by the Employee in the relevant Conversion Notice for the Employee Shares (or a proportion thereof) to convert into Deferred Shares, being the date determined in accordance with clause 4.1(b);

(d) “Conversion Number” means the number of Employee Shares which are to be the subject of the relevant Conversion Notice, as calculated in accordance with clause 4.1(a);

(e) “Encumbrance” means a mortgage, charge, pledge, lien, option, restriction, equity, right to acquire, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind or any other type of preferential arrangement (including, without limitation, a title transfer and retention arrangement) having similar effect;

(f) “Relevant Cessation Date” means the date on which the Employee ceases to be an employee or director of any Group Member for any reason (including death or bankruptcy) without remaining or immediately becoming an employee or director of any other Group Member or, the date on which the Employee gives or is given notice of termination of his contract of employment or the date of occurrence of a repudiatory breach by him of such contract, including a breach caused by the Employee failing to come into his place of work (whichever is the earlier);

(g) “Relevant Tax Liability” means any income tax and national insurance contributions (or their equivalent outside of the United Kingdom) in respect of which any Group Member has to make a payment to HM Revenue and Customs or any other tax authority and which arise by reference to:

(i) the issue of the Employee Shares and/or E Shares;

(ii) the transfer of the Employee Shares and/or E Shares;

(iii) the redemption or conversion of the Employee Shares and/or E Shares; and/or

(iv) any other event giving rise to a charge under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 occurring during the ownership of the Employee Shares and/or E Shares by the Employee.

2.2 In this agreement where the context admits:

(a) reference to the singular includes the plural, reference to any gender includes the other genders;

(b) reference to a statutory provision includes reference to:

(i) any order, regulation, statutory instrument or other subsidiary legislation at any time made under it for the time being in force (whenever made);

(ii) any modification, amendment, consolidation, re-enactment or replacement of it or provision of which it is a modification, amendment, consolidation, re-enactment or replacement;

(c) reference to a clause, schedule or paragraph is to a clause, schedule or a paragraph of a schedule of or to this agreement respectively;

(d) reference to the parties to this agreement includes their respective successors, permitted assigns and personal representatives;

(e) reference to any party to this agreement comprising more than one person includes each person constituting that party;

(f) the headings are for ease of reference only and shall not affect the construction or interpretation of this agreement.

3. TERMS OF SHARE HOLDING

3.1 The Employee agrees to hold the Employee Shares and E Shares subject to the terms and conditions of this agreement and the Articles.

3.2 The Employee:

(a) confirms, warrants and undertakes that he is acquiring the Employee Shares and E Shares on his own behalf for investment purposes and not re-sale;

(b) confirms, warrants and undertakes that in deciding to apply for the Employee Shares and E Shares, he has made his own assessment of the risks and opportunities involved and has not relied upon any warranty, representation, or inducement from any person;

(c) shall undertake all such acts, things and deeds necessary to effect a conversion, redemption, forfeiture and sale of the Employee Shares in accordance with the Articles and this agreement;

(d) undertakes that (if required by the Company) he shall on the date of this agreement enter into an election under section 431(1) Income Tax (Earnings and Pensions) Act 2003 such that any restrictions attaching to the Employee Shares and E Shares will be ignored when valuing the Employee Shares and E Shares for tax purposes;

(e) irrevocably agrees to the appointment of any officer of the Company to negotiate and agree on his behalf with Her Majesty’s Revenue and Customs the restricted and/or unrestricted market value of the Employee Shares and E Shares for tax purposes.

4. SHARE CONVERSION

4.1 In the event that the Employee ceases to be an employee, the Company shall notify the Employee in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of:

(a) the number of Employee Shares which will be the subject of the Conversion Notice, being the number of Employee Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and

(b) the date to be specified by the Employee in the Conversion Notice for the Employee Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date.

4.2 In the event a Company Conversion Information Notice is served pursuant to clause 4.1, the Employee shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Employee Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date.

4.3 In the event that the Employee ceases to be an employee after 7 March 2015, the Company shall determine the Employee to be a “Good Leaver” (subject to the Investor Director voting in favour of such determination) in respect of the Employee Shares held by him for the purposes of the Articles.

5. SHARE TRANSFER

The Employee shall not, otherwise than pursuant to the operation of Articles 11, 12, 13, 14 and 15 of the Articles, without the prior written consent of the Investor Director (such consent to be made subject to such conditions as the Investor Director may require) transfer the Employee Shares or E Shares or enter into any arrangement which may place any Encumbrance on the Employee Shares or E Shares.

6. POWER OF ATTORNEY

6.1 The Employee:

(a) irrevocably appoints the Company as his attorney (“Attorney”) for all purposes referred to in this agreement and irrevocably authorises the Attorney (on the Employee’s behalf) to execute all document(s) and to do any and all acts and things as the Attorney shall in its absolute discretion consider necessary in order to give full effect to the terms of this agreement;

(b) agrees that the Attorney may in his name or otherwise on the Employee’s behalf:

(i) execute any stock transfer form and do all things necessary in order to transfer any of the Employee Shares or E Shares in accordance with this agreement or the Articles;

(ii) accept any Company Conversion Information Notice served in accordance with this agreement;

(iii) serve a Conversion Notice in accordance with this agreement;

(iv) approve any alteration to this agreement pursuant to clause 7; and/or

(v) accept and retain any share certificate issued by the Company in respect of the Employee Shares or E Shares.

6.2 The Attorney may:

(a) delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise and vary or revoke such delegation at any time; and

(b) appoint one or more persons to act as substitute attorney for the Employee and to exercise one or more of the powers conferred on the Attorney by this power of attorney and revoke any such appointment.

6.3 The Employee undertakes:

(a) not to exercise any power conferred on the Attorney by this power of attorney without the Attorney’s consent;

(b) to promptly notify the Attorney of, and deliver to the Attorney, anything received by the Employee in its capacity as the registered holder of the Employee Shares or E Shares;

(c) to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney; and

(d) to indemnify each Attorney against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

6.4 The Employee declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.

6.5 The Employee agrees that the power of attorney and other authorities on the terms conferred by or referred to in this agreement are given by way of security for the performance of the obligations of the person concerned and are irrevocable in accordance with section 4 of the Powers of Attorney Act 1971. Such power of attorney shall be irrevocable except with written consent of the Attorney.

7. MISCELLANEOUS

7.1 This agreement shall not form part of the contract of employment of the Employee and shall not entitle the Employee to any additional employment rights not set out in their contract of employment. The rights and obligations of the Employee under the terms of

his office or employment shall not be affected by his participation in this agreement and the Employee shall waive any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever (including unfair or wrongful dismissal) insofar as those rights arise or may arise from his ceasing to have rights under this agreement or losing entitlement to the Employee Shares or E Shares as a result of such termination. No such participation, rights or benefits shall be taken into account for the purposes of calculating the amount of benefits payable to any pension fund. Employee Shares and E Shares held pursuant to this agreement shall not constitute any representation or warranty that any benefit will accrue to any individual who holds those Employee Shares or E Shares.

7.2 The terms of this agreement shall in all respects be administered by the board of directors of the Company, and in the event of any dispute or disagreement as to the interpretation of this agreement, or as to any question or right arising from or related to this agreement, the decision of the board of directors for the time being of the Company shall be final and binding upon all persons.

7.3 Subject to clause 9.2, the board of directors for the time being of the Company may at any time and from time to time make any alteration to this agreement which it thinks fit provided that:

(a) any alteration to this agreement which is necessary to comply with or to take account of any applicable legislation or statutory regulations or any change in them, or any requirements of any tax authority or to obtain or maintain favourable taxation, exchange and/or regulatory treatment for the Company, any Group Member or the Employee may be made without the consent of the Employee; and

(b) (subject to clause 7.3(a)) no alteration which would materially and unfairly increase the liability of the Employee or materially and unfairly decrease the value of his subsisting rights under this agreement shall be made without the Employee’s prior written consent.

8. TAX INDEMNITY

The Employee covenants with the Company to allow the Company or any other Group Member (in each case a “Relevant Payer”) to recover from him (to the extent permitted by law) all and any Relevant Tax Liability and hereby indemnifies and will keep indemnified on a continuing basis each Relevant Payer in respect of any Relevant Tax Liability (to the extent permitted by law). For the purposes of such indemnity, but without prejudice to the right of any Relevant Payer to enforce the indemnity in any other way:

(a) the Employee authorises (for all purposes, including Part II of the Employment Rights Act 1996) the Relevant Payer (or his employing company if different) to deduct (to the extent permitted by law) sufficient funds which, in the reasonable opinion of the Relevant Payer, would be equal to any Relevant Tax Liability from any payment made to or in respect of the Employee by the employing company or the Relevant Payer on or after the date of the event which gives rise to the Relevant Tax Liability;

(b) the Employee agrees (to the extent permitted by law) to pay to the Relevant Payer an amount sufficient to satisfy all Relevant Tax Liability to the extent that such liabilities are not recovered from the Employee pursuant to clause 8(a) or otherwise to enter into such arrangements as the Company may consider appropriate to recover from the Employee the amount of any Relevant Tax Liability.

9. VARIATIONS

9.1 Subject to clause 7.3 and the following provisions of this clause 9, no variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.

9.2 In the event that any of the Employee Shares are to be converted pursuant to the provisions of Article 7.6 of the Articles in connection with a Listing, then the board of directors for the time being of the Company may (by simple board resolution) make any alteration to this agreement which it thinks fit so that the provisions of this agreement apply (from and after the relevant conversion) in respect of the shares into which the Employee Shares have converted (including, for the avoidance of doubt, so that the provisions of schedule 2 apply to determine the extent to which (and when) the shares into which the Employee Shares have converted shall be treated as “Vested” with the intention that 100% of such shares will be “Vested” on the same date as 100% of the Employee Shares would have “Vested” under that schedule).

10. NOTICES

Any notice or other communication under or in connection with this agreement may be given:

(a) by personal delivery or by sending the same by post, to the Employee at his last known address, or to the address of the place of business at which he performs the whole or substantially the whole of his duties of his office or employment, and to the Company at its registered office and where a notice or other communication is given by first class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped; or

(b) to the Employee by electronic communication to their usual business address or to such other address for the time being notified for that purpose to the person giving the notice.

11. FURTHER ASSURANCE

Each of the parties agrees that it shall execute or procure to be done and executed all such acts, deeds, documents and things as may be necessary to give effect to this agreement.

12. COUNTERPARTS

This agreement may be executed in any number of counterparts each of which when executed by one or more of the parties hereto shall constitute an original but all of which shall constitute one and the same instrument.

13. THIRD PARTY RIGHTS

A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that a Relevant Payer shall be entitled to enforce the provisions of Clause 8. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

14. GOVERNING LAW AND JURISDICTION

14.1 This agreement shall be governed by and construed in accordance with the laws of England.

14.2 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this agreement and that accordingly, any suit, action or proceedings arising out of or in connection with this agreement shall be brought in such courts.

This agreement is executed and delivered as a Deed on the date set out on the first page of this agreement.

Signed as a deed, but not delivered until the first date specified on page 1, by [NAME] in the presence of:	) ) )	Signature
Witness signature
Witness name
(block capitals)
Witness address
Executed as a deed, but not delivered until the first date specified on page 1, by MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED by a director in the presence of a witness:	) ) ) )	Signature
		Name (block capitals)
			Director
Witness signature
Witness name
(block capitals)
Witness address

SCHEDULE 1

Company Conversion Information Notice

To: [Employee]

[Address]

Date:

This notice is served pursuant to clause 4 of the share subscription agreement entered between you and Midasplayer International Holding Company Limited (“Company”) on [            ], relating to your acquisition of [number and class ] shares and [            ] E ordinary shares (“Subscription Agreement”).

Pursuant to clause 4 of the Subscription Agreement, you are required to serve a notice on the Company in the form attached, requesting that the Conversion Number (as specified below) of your Employee Shares (as defined in the Subscription Agreement) convert into Deferred Shares on the Conversion Date (as specified below):

Conversion Number:

Conversion Date:

On behalf of Midasplayer International Holding Company Limited

Conversion Notice

To: Midasplayer International Holding Company Limited

[Address]

Date:    [                                     ]

Dear Sirs,

Conversion Notice

This notice is served pursuant to Article 7.7 of the articles of association (“Articles”) of Midasplayer International Holding Company Limited. In accordance with the Articles, notice is hereby given that the number of [] shares specified below shall convert into Deferred Shares on the Conversion Date specified below. [It is acknowledged that this conversion is intended to take effect immediately prior to the relevant Sale.]

Conversion Number of [            ] Ordinary Shares:                         

Conversion Date:                             

Signed                                 

By [Employee] [acting by [insert name of agent / attorney] being such person’s duly appointed [agent / or attorney]]

[[and in the case of a notice exercised by an attorney]

Witnessed by: [Witness signature]

Witness name: [Insert name of witness]

Witness address: [Insert address]]

SCHEDULE 2

[Vesting Schedule]

(1) [NAME]

and

(2) MIDASPLAYER INTERNATIONAL HOLDING COMPANY

LIMITED

SUBSCRIPTION AGREEMENT

DATE [DATE]

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

When considering what action you should take, you are recommended to seek your own independent financial advice from your own stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

This Subscription Agreement and all other documentation received from the Company are not, and should not be taken as, a recommendation to purchase shares.

This Subscription Agreement and the accompanying documents from the Company are submitted on a confidential basis and the offer contained in them is personal to the recipient and may not be transferred or assigned by the recipient.

1

This agreement is made on                      between:

(1) Midasplayer International Holding Company Limited, company number C40465, whose registered office is at 125/14, The Strand, Gzira, GZR 1027 Malta (“Company”); and

(2) [Name, address] (“Employee”).

1. BACKGROUND

The Employee has acquired and is the holder of [shares] D2 ordinary shares of €0.000149 each in the Company (“Employee Shares”).

The Employee has agreed to hold the Employee Shares subject to the terms of the Articles and this agreement.

Pursuant to the provisions of this agreement, the Employee Shares (or a proportion thereof) will, in certain circumstances and at certain times, be converted into Deferred Shares.

2. DEFINITIONS AND INTERPRETATION

2.1 In this agreement, the following terms shall have the following meanings and, unless the context requires otherwise, the terms defined in the Articles shall have the same meanings in this agreement:

(a) “Aggregate Consideration” means the aggregate consideration payable (or issuable) in connection with a Sale of the entire issued share capital of the Company and attributable to such number of the Employee Shares which are not “Vested” (pursuant to schedule 2 to this agreement) on the date of such Sale;

(b) “Articles” means the Articles of Association of the Company adopted on                 , as amended from time to time;

(c) “ceasing to be an employee” means ceasing to be an employee and/or director of the Company or any Group Member and “ceases to be an employee” shall be construed accordingly. In this definition the Employee will be deemed to cease to be an employee and/or director on the Relevant Cessation Date;

(d) “Conversion Date” the date to be specified by the Employee in the relevant Conversion Notice for the Employee Shares (or a proportion thereof) to convert into Deferred Shares, being the date determined in accordance with clause 4.1(b);

(e) “Conversion Number” means the number of Employee Shares which are to be the subject of the relevant Conversion Notice, as calculated in accordance with clause 4.1(a) or 4.6 (as appropriate);

(f) “Encumbrance” means a mortgage, charge, pledge, lien, option, restriction, equity, right to acquire, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind or any other type of preferential arrangement (including, without limitation, a title transfer and retention arrangement) having similar effect;

(g) “Relevant Cessation Date” means the date on which the Employee ceases to be an employee or director of any Group Member for any reason (including death or bankruptcy) without remaining or immediately becoming an employee or director of any other Group Member or, the date on which the Employee gives or is given notice of termination of his contract of employment or the date of occurrence of a repudiatory breach by him of such contract, including a breach caused by the Employee failing to come into his place of work (whichever is the earlier);

(h) “Relevant Tax Liability” means any income tax and national insurance contributions (or their equivalent outside of the United Kingdom) in respect of which any Group Member has to make a payment to HM Revenue and Customs or any other tax authority and which arise by reference to:

(i) the issue of the Employee Shares;

(ii) the transfer of the Employee Shares;

(iii) the redemption or conversion of the Employee Shares; and/or

(iv) any other event giving rise to a charge under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 occurring during the ownership of the Employee Shares by the Employee.

2.2 In this agreement where the context admits:

(a) reference to the singular includes the plural, reference to any gender includes the other genders;

(b) reference to a statutory provision includes reference to:

(i) any order, regulation, statutory instrument or other subsidiary legislation at any time made under it for the time being in force (whenever made);

(ii) any modification, amendment, consolidation, re-enactment or replacement of it or provision of which it is a modification, amendment, consolidation, re-enactment or replacement;

(c) reference to a clause, schedule or paragraph is to a clause, schedule or a paragraph of a schedule of or to this agreement respectively;

(d) reference to the parties to this agreement includes their respective successors, permitted assigns and personal representatives;

(e) reference to any party to this agreement comprising more than one person includes each person constituting that party;

(f) the headings are for ease of reference only and shall not affect the construction or interpretation of this agreement.

2.3 For the purposes of this agreement, “Sale” has the meaning given to it in the Articles save that (unless the Board, with the consent of the Investor Director, determines otherwise) no Sale shall be treated as occurring where the person (and Connected Persons and group of persons acting in concert, where relevant) acquiring or obtaining shares in the circumstances which is giving rise to the “Sale” are Apax entities.

3. TERMS OF SHARE HOLDING

3.1 The Employee agrees to hold the Employee Shares subject to the terms and conditions of this agreement and the Articles.

3.2 The Employee:

(a) confirms, warrants and undertakes that he is acquiring the Employee Shares on his own behalf for investment purposes and not re-sale;

(b) confirms, warrants and undertakes that in deciding to apply for the Employee Shares, he has made his own assessment of the risks and opportunities involved and has not relied upon any warranty, representation, or inducement from any person;

(c) shall undertake all such acts, things and deeds necessary to effect a conversion, redemption, forfeiture and sale of the Employee Shares in accordance with the Articles and this agreement;

(d) undertakes that (if required by the Company) he shall on the date of this agreement enter into an election under section 431(1) Income Tax (Earnings and Pensions) Act 2003 such that any restrictions attaching to the Employee Shares will be ignored when valuing the Employee Shares for tax purposes;

(e) irrevocably agrees to the appointment of any officer of the Company to negotiate and agree on his behalf with Her Majesty’s Revenue and Customs the restricted and/or unrestricted market value of the Employee Shares for tax purposes.

4. SHARE CONVERSION

4.1 In the event that the Employee ceases to be an employee, the Company shall notify the Employee in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of:

(a) the number of Employee Shares which will be the subject of the Conversion Notice, being (subject to clause 4.6) the number of Employee Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and

(b) the date to be specified by the Employee in the Conversion Notice for the Employee Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date.

4.2 In the event a Company Conversion Information Notice is served pursuant to clause 4.1, the Employee shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Employee Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date.

4.3 Subject to clause 4.4, in the event of a Sale consisting of a sale of the entire issued share capital of the Company, the Employee shall (if required by the Company) agree with the relevant buyer that 50 per cent. of the Aggregate Consideration (the “Deferred Consideration”) shall be paid or issued to the Employee on the date which is the earlier of:

(a) the first anniversary of the date of the Sale (the “First Anniversary” and the date of the Sale being the “Sale Date”); or

(b) the date on which the Employee ceases to be an employee or director of the Company or a Member of the Group (without becoming an employee or director of another company associated or connected with the Company) and such cessation is not by reason of the Employee’s resignation (other than as a result of the Employee’s permanent ill-health, as evidenced to the Company’s reasonable satisfaction by a doctor’s certificate) or by reason of the Employee’s termination by the Company or the Member of the Group for gross misconduct.

4.4 The Employee shall (if required by the Company) agree with the relevant buyer that all of the Deferred Consideration shall be forfeited by the Employee if in the period between the Sale Date and the First Anniversary, the Employee ceases to be an employee or director

of the Company or a Member of the Group (without becoming an employee or director of another company associated or connected with the Company) and such cessation is by reason of the Employee’s resignation (other than as a result of the Employee’s permanent ill-health, as evidenced to the Company’s reasonable satisfaction by a doctor’s certificate) or by reason of the Employee’s termination by the Company or the Member of the Group for gross misconduct.

4.5 The provisions of clauses 4.3 to 4.4 inclusive shall not apply if, prior to the Sale, the Board and the Investor Director (in their absolute discretion) consider that (i) the Employee will cease to be employed and lose his directorship (where relevant) in connection with the Sale (other than by way of voluntary resignation) without being offered another reasonably similar position within the Group (or with any company which will become associated or connected with the Company in connection with the Sale); or (ii) the Employee will not be offered a new incentive arrangement relating to shares, cash or other assets which are reasonably economically equivalent to the value of the Deferred Consideration.

4.6 In the event of a Sale (other than a Sale consisting of a sale of the entire issued share capital of the Company) in connection with which any of the Employee Shares are to be sold or transferred, such amendments shall be made (unilaterally) to this agreement as may be determined by the Board in its absolute discretion (having first obtained the consent of the Investor Director) which it considers reasonable in connection with the arrangements relating to the circumstances in which Employee Shares are treated as “Vested” and in connection with introducing arrangements similar to those referred to in clauses 4.3 to 4.4 inclusive in relation to the relevant Sale (which may include (without limitation) fewer or more Employee Shares being treated as “Vested” than would otherwise be and the Employee agreeing to defer and/or forfeit consideration payments relating to Employee Shares).

5. SHARE TRANSFER

The Employee shall not, otherwise than pursuant to the operation of Articles 11, 12, 13, 14 and 15 of the Articles, without the prior written consent of the Investor Director (such consent to be made subject to such conditions as the Investor Director may require) transfer the Employee Shares or enter into any arrangement which may place any Encumbrance on the Employee Shares.

6. POWER OF ATTORNEY

6.1 The Employee:

(a) irrevocably appoints the Company as his attorney (“Attorney”) for all purposes referred to in this agreement and irrevocably authorises the Attorney (on the Employee’s behalf) to execute all document(s) and to do any and all acts and things as the Attorney shall in its absolute discretion consider necessary in order to give full effect to the terms of this agreement;

(b) agrees that the Attorney may in his name or otherwise on the Employee’s behalf:

(i) execute any stock transfer form and do all things necessary in order to transfer any of the Employee Shares in accordance with this agreement or the Articles;

(ii) accept any Company Conversion Information Notice served in accordance with this agreement;

(iii) serve a Conversion Notice in accordance with this agreement;

(iv) approve any alteration to this agreement pursuant to clause 7; and/or

(v) accept and retain any share certificate issued by the Company in respect of the Employee Shares.

6.2 The Attorney may:

(a) delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise and vary or revoke such delegation at any time; and

(b) appoint one or more persons to act as substitute attorney for the Employee and to exercise one or more of the powers conferred on the Attorney by this power of attorney and revoke any such appointment.

6.3 The Employee undertakes:

(a) not to exercise any power conferred on the Attorney by this power of attorney without the Attorney’s consent;

(b) to promptly notify the Attorney of, and deliver to the Attorney, anything received by the Employee in its capacity as the registered holder of the Employee Shares;

(c) to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney; and

(d) to indemnify each Attorney against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

6.4 The Employee declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.

6.5 The Employee agrees that the power of attorney and other authorities on the terms conferred by or referred to in this agreement are given by way of security for the performance of the obligations of the person concerned and are irrevocable in accordance with section 4 of the Powers of Attorney Act 1971. Such power of attorney shall be irrevocable except with written consent of the Attorney.

7. MISCELLANEOUS

7.1 This agreement shall not form part of the contract of employment of the Employee and shall not entitle the Employee to any additional employment rights not set out in their contract of employment. The rights and obligations of the Employee under the terms of his office or employment shall not be affected by his participation in this agreement and the Employee shall waive any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever (including unfair or wrongful dismissal) insofar as those rights arise or may arise from his ceasing to have rights under this agreement or losing entitlement to the Employee Shares as a result of such termination. No such participation, rights or benefits shall be taken into account for the purposes of calculating the amount of benefits payable to any pension fund. Employee Shares held pursuant to this agreement shall not constitute any representation or warranty that any benefit will accrue to any individual who holds those Employee Shares.

7.2 The terms of this agreement shall in all respects be administered by the board of directors of the Company, and in the event of any dispute or disagreement as to the interpretation

of this agreement, or as to any question or right arising from or related to this agreement, the decision of the board of directors for the time being of the Company shall be final and binding upon all persons.

7.3 Subject to clauses 4.6 and 9.2, the board of directors for the time being of the Company may (provided it first obtains the consent of the Investor Director) at any time and from time to time make any alteration to this agreement which it thinks fit provided that:

(a) any alteration to this agreement which:

(i) is necessary to comply with or to take account of any applicable legislation or statutory regulations or any change in them, or any requirements of any tax authority or to obtain or maintain favourable taxation, exchange and/or regulatory treatment for the Company, any Group Member or the Employee; or

(ii) is an alteration to any of clauses 4.3 to 4.4 (inclusive) that is proposed in order to alter the arrangements referred to therein (or to introduce new arrangements in place of such arrangements) where the altered (or new) arrangements are not materially worse for the Employee economically than the original arrangement but result in more beneficial tax treatment for any person;

may be made unilaterally by the Board without the consent of the Employee; and

(b) (subject to clause 7.3(a)) no alteration which would materially and unfairly increase the liability of the Employee or materially and unfairly decrease the value of his subsisting rights under this agreement shall be made without the Employee’s prior written consent.

8. TAX INDEMNITY

The Employee covenants with the Company to allow the Company or any other Group Member (in each case a “Relevant Payer”) to recover from him (to the extent permitted by law) all and any Relevant Tax Liability and hereby indemnifies and will keep indemnified on a continuing basis each Relevant Payer in respect of any Relevant Tax Liability (to the extent permitted by law). For the purposes of such indemnity, but without prejudice to the right of any Relevant Payer to enforce the indemnity in any other way:

(a) the Employee authorises (for all purposes, including Part II of the Employment Rights Act 1996) the Relevant Payer (or his employing company if different) to deduct (to the extent permitted by law) sufficient funds which, in the reasonable opinion of the Relevant Payer, would be equal to any Relevant Tax Liability from any payment made to or in respect of the Employee by the employing company or the Relevant Payer on or after the date of the event which gives rise to the Relevant Tax Liability;

(b) the Employee agrees (to the extent permitted by law) to pay to the Relevant Payer an amount sufficient to satisfy all Relevant Tax Liability to the extent that such liabilities are not recovered from the Employee pursuant to clause 8(a) or otherwise to enter into such arrangements as the Company may consider appropriate to recover from the Employee the amount of any Relevant Tax Liability.

9. VARIATIONS

9.1 Subject to clauses 4.6 and 7.3 and the following provisions of this clause 9, no variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.

9.2 In the event that any of the Employee Shares are to be converted pursuant to the provisions of Article 7.6 of the Articles in connection with a Listing, then the board of directors for the time being of the Company may (by simple board resolution) make any alteration to this agreement which it thinks fit (having first obtained the consent of the Investor Director) so that the provisions of this agreement apply (from and after the relevant conversion) in respect of the shares into which the Employee Shares have converted (including, for the avoidance of doubt, so that the provisions of schedule 2 apply to determine the extent to which (and when) the shares into which the Employee Shares have converted shall be treated as “Vested” with the intention that 100% of such shares will be “Vested” on the same date as 100% of the Employee Shares would have “Vested” under that schedule).

10. NOTICES

Any notice or other communication under or in connection with this agreement may be given:

(a) by personal delivery or by sending the same by post, to the Employee at his last known address, or to the address of the place of business at which he performs the whole or substantially the whole of his duties of his office or employment, and to the Company at its registered office and where a notice or other communication is given by first class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped; or

(b) to the Employee by electronic communication to their usual business address or to such other address for the time being notified for that purpose to the person giving the notice.

11. FURTHER ASSURANCE

Each of the parties agrees that it shall execute or procure to be done and executed all such acts, deeds, documents and things as may be necessary to give effect to this agreement.

12. COUNTERPARTS

This agreement may be executed in any number of counterparts each of which when executed by one or more of the parties hereto shall constitute an original but all of which shall constitute one and the same instrument.

13. THIRD PARTY RIGHTS

A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that a Relevant Payer shall be entitled to enforce the provisions of Clause 8. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

14. GOVERNING LAW AND JURISDICTION

14.1 This agreement shall be governed by and construed in accordance with the laws of England.

14.2 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this agreement and that accordingly, any suit, action or proceedings arising out of or in connection with this agreement shall be brought in such courts.

This agreement is executed and delivered as a Deed on the date set out on the first page of this agreement.

Signed as a deed, but not delivered until the	)
first date specified on page 1, by [NAME] in	)
the presence of:	)	Signature
Witness signature
Witness name
(block capitals)
Witness address
Executed as a deed, but not delivered until	)
the first date specified on page 1, by	)
MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED by a director in the presence of a witness:	) )	Signature
		Name (block capitals)
			Director
Witness signature
Witness name
(block capitals)
Witness address

SCHEDULE 1

Company Conversion Information Notice

To: [Employee]

[Address]

Date:

This notice is served pursuant to clause 4 of the share subscription agreement entered between you and Midasplayer International Holding Company Limited (“Company”) on [            ], relating to your acquisition of [number and class ] shares (“Subscription Agreement”).

Pursuant to clause 4 of the Subscription Agreement, you are required to serve a notice on the Company in the form attached, requesting that the Conversion Number (as specified below) of your Employee Shares (as defined in the Subscription Agreement) convert into Deferred Shares on the Conversion Date (as specified below):

Conversion Number:

Conversion Date:

On behalf of Midasplayer International Holding Company Limited

Conversion Notice

To: Midasplayer International Holding Company Limited

[Address]

Date:    [                                      ]

Dear Sirs,

Conversion Notice

This notice is served pursuant to Article 7.7 of the articles of association (“Articles”) of Midasplayer International Holding Company Limited. In accordance with the Articles, notice is hereby given that the number of [ ] shares specified below shall convert into Deferred Shares on the Conversion Date specified below. [It is acknowledged that this conversion is intended to take effect immediately prior to the relevant Sale.]

Conversion Number of [            ] Ordinary Shares:                         

Conversion Date:                             

Signed                                 

By [Employee] [acting by [insert name of agent / attorney] being such person’s duly appointed [agent / or attorney]]

[[and in the case of a notice exercised by an attorney]

Witnessed by: [Witness signature]

Witness name: [Insert name of witness]

Witness address: [Insert address]]

SCHEDULE 2

[Vesting Schedule]

(1) [•]

and

(2) MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

SUBSCRIPTION AGREEMENT

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

When considering what action you should take, you are recommended to seek your own independent financial advice from your own stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

This Subscription Agreement and all other documentation received from the Company are not, and should not be taken as, a recommendation to purchase shares.

This Subscription Agreement and the accompanying documents from the Company are submitted on a confidential basis and the offer contained in them is personal to the recipient and may not be transferred or assigned by the recipient.

1

This agreement is made on                                     between:

(1) Midasplayer International Holding Company p.l.c., company number C40465, whose registered office is at Aragon House Business Centre, Dragonara Road, St Julian’s, STJ 3140 Malta (“Company”); and

(2) [•] of [•] (the “Subscriber”).

1. BACKGROUND

The Subscriber has acquired and is the holder of [•] D1 ordinary shares of €0.000149 in the Company (“Subscriber Shares”).

The Subscriber has agreed to hold the Subscriber Shares subject to the terms of the Articles and this agreement.

Pursuant to the provisions of this agreement and the Articles, the Subscriber Shares (or a proportion thereof) may, in certain circumstances and at certain times, be converted into Deferred Shares or become subject to compulsory transfer under the Articles. If the Subscriber Shares (or any shares for which they are exchanged) are converted into a different class of shares in connection with a listing of the Company’s shares on a securities exchange or otherwise, such shares may instead of being converted into Deferred Shares become subject to a requirement that the Subscriber transfer such shares to the entity that issued such shares or an employee benefit trust established by it, for no (or nominal) consideration.

2. DEFINITIONS AND INTERPRETATION

2.1 In this agreement, the following terms shall have the following meanings and, unless the context requires otherwise, the terms defined in the Articles shall have the same meanings in this agreement:

(a) “Articles” means the Articles of Association of the Company in force as at the date of this agreement, as may be amended from time to time;

(b) “ceasing to be an employee” means ceasing to be an employee and/or director of the Company or any Group Member and “ceases to be an employee” shall be construed accordingly. In this definition the Subscriber will be deemed to cease to be an employee and/or director on the Relevant Cessation Date;

(c) “Conversion Date” the date to be specified by the Subscriber in the relevant Conversion Notice for the Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, being the date determined in accordance with clause 4.1(b)or 4.3(b) (as appropriate);

(d) “Conversion Number” means the number of Subscriber Shares which are to be the subject of the relevant Conversion Notice, as calculated in accordance with clause 4.1(a) or 4.3(a) (as appropriate);

(e) “Drag Along Notice” means a Drag Along Notice as defined in the Articles;

(f) “Employee Benefit Trust” means an employee benefit trust established by the Company in connection with its employee share incentive arrangements;

(g) “Encumbrance” means a mortgage, charge, pledge, lien, option, restriction, equity, right to acquire, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind or any other type of preferential arrangement (including, without limitation, a title transfer and retention arrangement) having similar effect;

(h) “New Shares” has the meaning given in clause 9.3;

(i) “Relevant Cessation Date” means the date on which the Subscriber ceases to be an employee or director of any Group Member for any reason (including death or bankruptcy) without remaining or immediately becoming an employee or director of any other Group Member or the date of occurrence of a repudiatory breach by the Subscriber of his contract of employment or engagement, including a breach caused by the Subscriber failing to come into his place of work (whichever is the earlier);

(j) “Relevant Tax Liability” means any income tax, withholding tax and employee national insurance contributions (or their equivalent outside of the United Kingdom) in respect of which any Group Member has to make a payment to HM Revenue and Customs or any other tax authority and which arise by reference to:

(i) the issue of the Subscriber Shares;

(ii) the transfer of the Subscriber Shares;

(iii) the redemption or conversion of the Subscriber Shares; and/or

(iv) any other event giving rise to a charge under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) occurring during the ownership of the Subscriber Shares by the Subscriber;

provided that employer’s national insurance contributions (or foreign equivalents) shall not constitute Relevant Tax Liabilities and such amounts shall be payable by the Company or other Group Member.

2.2 In this agreement where the context admits:

(a) reference to the singular includes the plural, reference to any gender includes the other genders;

(b) reference to a statutory provision includes reference to:

(i) any order, regulation, statutory instrument or other subsidiary legislation at any time made under it for the time being in force (whenever made);

(ii) any modification, amendment, consolidation, re-enactment or replacement of it or provision of which it is a modification, amendment, consolidation, re-enactment or replacement;

(c) reference to a clause, schedule or paragraph is to a clause, schedule or a paragraph of a schedule of or to this agreement respectively;

(d) reference to the parties to this agreement includes their respective successors, permitted assigns and personal representatives;

(e) reference to any party to this agreement comprising more than one person includes each person constituting that party;

(f) the headings are for ease of reference only and shall not affect the construction or interpretation of this agreement.

2.3 For the purposes of this agreement, “Sale” has the meaning given to it in the Articles save that (unless the Board, with the consent of the Investor Director, determines otherwise) no Sale shall be treated as occurring where the person (and Connected Persons and group of persons acting in concert, where relevant) acquiring or obtaining shares in the circumstances which is giving rise to the “Sale” are (in the reasonable opinion of the Board) Apax entities.

3. TERMS OF SHARE HOLDING

3.1 The Subscriber agrees to hold the Subscriber Shares subject to the terms and conditions of this agreement and the Articles.

3.2 The Subscriber:

(a) confirms, warrants and undertakes that he is acquiring the Subscriber Shares on his own behalf for investment purposes and not re-sale;

(b) confirms, warrants and undertakes that in deciding to apply for the Subscriber Shares, he has made his own assessment of the risks and opportunities involved and has not relied upon any warranty, representation, or inducement from any person;

(c) shall undertake all such acts, things and deeds necessary to effect a conversion, redemption, forfeiture and sale of the Subscriber Shares in accordance with the Articles and this agreement;

(d) undertakes that (if required by the Company) he shall on the date of this agreement enter into an election under section 431(1) Income Tax (Earnings and Pensions) Act 2003 or under section 83(b) of the Internal Revenue Code of 1986 (or any equivalent legislation in any applicable jurisdiction) such that any restrictions attaching to the Subscriber Shares will be ignored when valuing the Subscriber Shares for tax purposes;

(e) irrevocably agrees to the appointment of any officer of the Company to negotiate and agree on his behalf with Her Majesty’s Revenue and Customs (or any equivalent statutory body or taxation authority in any applicable jurisdiction) the restricted and/or unrestricted market value of the Subscriber Shares for tax purposes;

(f) agrees that the Company may retain the share certificate in respect of the Subscriber Shares.

4. SHARE CONVERSION

4.1 In the event that the Subscriber ceases to be an employee, the Company shall notify the Subscriber in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of:

(a) the number of Subscriber Shares which will be the subject of the Conversion Notice, being the number of Subscriber Shares held by the Subscriber which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and

(b) the date to be specified by the Subscriber in the Conversion Notice for the Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date.

4.2 In the event a Company Conversion Information Notice is served pursuant to clause 4.1, the Subscriber shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Subscriber Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date. This provision is without prejudice to clause 6.1(b)(iii).

4.3 In the event that a Sale is to occur, the Company may notify the Subscriber in writing by service of a Company Conversion Information Notice of:

(a) the number of Subscriber Shares which will be the subject of the Conversion Notice, being the number of Subscriber Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of Subscriber Shares as is determined by the Board; and

(b) the date to be specified by the Subscriber in the Conversion Notice for the Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale).

4.4 In the event a Company Conversion Information Notice is served pursuant to clause 4.3, the Subscriber shall, prior to the Conversion Date (but in any event within 7 days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Subscriber Shares equal to the Conversion Number into Deferred Shares on the Conversion Date (taking effect immediately prior to the relevant Sale so that the Conversion Number of Subscriber Shares are converted into Deferred Shares immediately prior to the Sale). This provision is without prejudice to clause 6.1(b)(iii).

5. SHARE TRANSFER

The Subscriber shall not, otherwise than pursuant to a Sale, an Exchange or the operation of Articles 13 or 15 of the Articles, without the prior written consent of the Board (subject to the approval of the Investor Director) (such consent to be made subject to such conditions as the Board may require) transfer the Subscriber Shares or enter into any arrangement which may place any Encumbrance on the Subscriber Shares. Where the Subscriber Shares are listed on a stock exchange, this clause 5 shall not apply in respect of such of the Subscriber Shares as have become “Vested” (pursuant to schedule 2 to this agreement).

6. POWER OF ATTORNEY

6.1 The Subscriber:

(a) irrevocably appoints the Company as his attorney (“Attorney”) for all purposes referred to in this agreement or in the Articles (or the articles of association of the company in which the New Shares are issued (such company being the “New Company”)) and irrevocably authorises the Attorney (on the Subscriber’s behalf) to execute any and all document(s) and to do any and all acts and things as the Attorney shall in its absolute discretion consider necessary or desirable in order to give full effect to the terms of this agreement or of the Articles (or the articles of association of the New Company). Every attorney that may be appointed by virtue of this Clause shall be considered to act singly as the true and lawful attorney of the Subscriber with full power of substitution as specified herein;

(b) agrees that the Attorney may in his name or otherwise on the Subscriber’s behalf:

(i) execute any stock transfer form and any other documents and do all things necessary in order to transfer any of the Subscriber Shares or New Shares in accordance with this agreement or the Articles (or the articles of association of the company in which the New Shares are issued) including, without prejudice to the generality to the foregoing, any transfer pursuant to a Drag Along Notice;

(ii) accept any Company Conversion Information Notice (or other document) served in accordance with this agreement;

(iii) serve a Conversion Notice (or other document) in accordance with this agreement;

(iv) receive and comply with a Drag Along Notice;

(v) make any tax filing or claim for relief or exemption that the Attorney considers necessary or desirable in connection with any transfer referred to at (b)(i) above;

(vi) approve any alteration to this agreement pursuant to clause 7 or 9;

(vii) accept and retain any share certificate issued in respect of the Subscriber Shares or New Shares;

(viii) sign any written resolution of the shareholders of the Company or New Company (or of the holders of the relevant class of shares in the Company or New Company) that the Board of Directors of the Company considers to be necessary or desirable for the purposes of or in connection with the IPO (as defined below but as if the reference to “Company” in such definition were to “Company or New Company”) or any pre-IPO restructuring, reconstruction or amalgamation involving the share capital of the Company or New Company (“Resolutions”) including without prejudice to the generality of the foregoing any reorganisation, conversion or reclassification of all or any of the share capital of the Company or New Company and/or the alteration, abrogation or variation of the rights attached to the Subscriber Shares or New Shares; and/or

(ix) in lieu of signing a written resolution as aforesaid, to appoint a proxy to attend and vote on his or her behalf on any Resolutions to be proposed at a general meeting of the Company or New Company at the discretion of the Attorney and to approve, in writing or otherwise, any consent to the convening of any such meeting at short notice.

6.2 The Subscriber hereby authorises the Attorney to:

(a) delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise and vary or revoke such delegation at any time; and

(b) appoint one or more persons to act as substitute attorney for the Subscriber and to exercise one or more of the powers conferred on the Attorney by this power of attorney and revoke any such appointment,

provided that neither of the above appointments shall constitute the appointment of a new attorney (for the same business of the mandate created by virtue of Clause 6.1 or otherwise) or the revocation of the said mandate given to the Attorney.

6.3 The Subscriber undertakes:

(a) not to exercise any power conferred on the Attorney by this power of attorney without the Attorney’s consent;

(b) to promptly notify the Attorney of, and deliver to the Attorney, anything received by the Subscriber in its capacity as the registered holder of the Subscriber Shares or New Shares;

(c) to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney and hereby ratifies and confirms and agrees to ratify and confirm any act whatsoever the Attorney shall lawfully do or cause to be done and all documents executed by the Attorney in the exercise or proposed exercise of all or any of his powers; and

(d) to indemnify and hold each Attorney harmless against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

6.4 The Subscriber declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.

6.5 The Attorney is expressly authorized to act under this Power of Attorney.

6.6 The Subscriber agrees that the Attorney shall not accept any responsibility and shall not be under any liability for any act or omission of the Attorney or any of its representatives (save in the case of the Attorney’s own fraud, gross negligence or wilful misconduct).

6.7 The Subscriber agrees that the power of attorney and other authorities on the terms conferred by or referred to in this agreement, including but not limited to the authority granted in terms of clause 3.2(e) of this agreement, are given by way of security for the performance of the obligations of the Subscriber and are irrevocable, to the extent permitted by applicable law, in accordance with section 4 of the Powers of Attorney Act 1971 and, in terms of Maltese law in so far as it may be applicable, article 1887 of the Civil Code (Cap. 16 of the Laws of Malta). Such power of attorney shall be irrevocable except with written consent of the Attorney.

7. MISCELLANEOUS

7.1 This agreement shall not form part of the contract of employment or office of the Subscriber and shall not entitle the Subscriber to any rights not set out in their contract of employment or office. The rights and obligations of the Subscriber under the terms of his office or employment shall not be affected by his participation in this agreement and the Subscriber shall waive any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever (including unfair or wrongful dismissal) insofar as those rights arise or may arise from his ceasing to have rights under this agreement or losing entitlement to the Subscriber Shares as a result of such termination. No such participation, rights or benefits shall be taken into account for the purposes of calculating the amount of benefits payable to any pension fund. Subscriber Shares held pursuant to this agreement shall not constitute any representation or warranty that any benefit will accrue to any individual who holds those Subscriber Shares.

7.2 The terms of this agreement shall in all respects be administered by the board of directors of the Company, and in the event of any dispute or disagreement as to the interpretation of this agreement, or as to any question or right arising from or related to this agreement, the decision of the board of directors for the time being of the Company shall be final and binding upon all persons. It is expressly agreed and understood by and between the parties to this agreement that: from time to time during the term hereof there may be information relating to the Company and/or the Group which is considered by the board of directors to be of a commercially sensitive nature and/or which it would not be in the best interests of the Company to disclose to all shareholders of the Company, and accordingly disclosure of such information to the Subscriber should be withheld; the determination as to what information shall fall within this category is considered to constitute a question related to this agreement on which the decision of the board of directors for the time being of the Company shall be final and binding upon all persons as aforesaid; and that for all intents and purposes the Subscriber hereby grants his unconditional waiver to the right to receive such information as the board of directors may determine from time to time, including during or for the purposes of a general meeting of the shareholders of the Company.

7.3 Subject to clause 9.2 and 9.3, the board of directors for the time being of the Company may at any time and from time to time make any alteration to this agreement which it thinks fit provided that:

(a) any alteration to this agreement which is necessary to comply with or to take account of any applicable legislation or statutory regulations or any change in them, or any requirements of any tax authority or to obtain or maintain favourable taxation, exchange and/or regulatory treatment for the Company, any Group Member or the Subscriber, may be made without the consent of the Subscriber; and

(b) (subject to clause 7.3(a)) no alteration which would materially and unfairly increase the liability of the Subscriber or materially and unfairly decrease the value of his subsisting rights under this agreement shall be made without the Subscriber’s prior written consent.

8. TAX INDEMNITY

The Subscriber covenants with the Company to allow the Company or any other Group Member (in each case a “Relevant Payer”) to recover from him (to the extent permitted by law) all and any Relevant Tax Liability and hereby indemnifies and will keep indemnified on a continuing basis each Relevant Payer in respect of any Relevant Tax Liability (to the extent permitted by law). For the purposes of such indemnity, but without prejudice to the right of any Relevant Payer to enforce the indemnity in any other way:

(a) the Subscriber authorises (for all purposes, including Part II of the Employment Rights Act 1996 or any other similar legislation in any applicable jurisdiction) the Relevant Payer (or his employing company, or the company of which he is a director, if different) to deduct (to the extent permitted by law) sufficient funds which, in the reasonable opinion of the Relevant Payer (or other relevant company), would be equal to any Relevant Tax Liability from any payment made to or in respect of the Subscriber by the relevant company or the Relevant Payer on or after the date of the event which gives rise to the Relevant Tax Liability;

(b) the Subscriber agrees (to the extent permitted by law) to pay to the Relevant Payer an amount sufficient to satisfy all Relevant Tax Liability to the extent that such liabilities are not recovered from the Subscriber pursuant to clause 8(a) or otherwise to enter into such arrangements as the Company may consider appropriate to recover from the Subscriber the amount of any Relevant Tax Liability.

9. VARIATIONS

9.1 Subject to clause 7.3 and the following provisions of this clause 9, no variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.

9.2 In the event that any of the Subscriber Shares are to be converted pursuant to the provisions of Article 7.6 of the Articles (or the equivalent provisions in relation to New Shares) in connection with a Listing, then the board of directors for the time being of the Company may (by simple board resolution) make any alteration to this agreement which it thinks fit so that the provisions of this agreement apply (from and after the relevant conversion) in respect of the shares into which the Subscriber Shares or New Shares have converted (including, for the avoidance of doubt, so that the provisions of schedule 2 apply to determine the extent to which (and when) the shares into which the Subscriber Shares have converted shall be treated as “Vested” with the intention that 100% of such shares will be “Vested” on the same date as 100% of the Subscriber Shares would have “Vested” under that schedule and also including, without limitation, an alteration to provide that Subscriber Shares may not be subject to a Company Conversion Information Notice but shall instead be subject to compulsory transfer to an Employee Benefit Trust or to the Company or New Company for no (or nominal) consideration).

9.3 If the Subscriber Shares are exchanged for, converted into, or otherwise become shares of another corporation or company, wherever incorporated, (the “New Shares”), this agreement shall apply to the New Shares (in lieu of the Subscriber Shares) and shall be construed as if all references to the Company were to such other corporation or company, as if all references to the Subscriber Shares were to the New Shares and as if all references to the Articles were to the corresponding provisions of the constitutional documents of such other corporation or company and the Board may (by simple board resolution) unilaterally amend the terms of this agreement in such manner as it shall determine to be necessary or desirable:

(a) such that it relates to the New Shares acquired by the Subscriber (rather than the Subscriber Shares, save in respect of the provisions of clause 8 (which may be amended so that the indemnity provisions are given in respect of both the Subscriber Shares and the New Shares)), including to adjust the number of such shares in such manner as the Board determines in its sole discretion is fair and equitable;

(b) to reflect the fact that the New Shares relate to another corporation or company, including a foreign corporation or company, as the case may be, (rather than the Company);

(c) to take account of any other matters (such as, without limitation, variations between the Articles and the constitutional documents governing the other corporation or company in which the New Shares are issued and in the case of the corporation or company being incorporated in another jurisdiction, differences between the laws of Malta and the laws applicable to such company or corporations) that the Board considers necessary or desirable to give effect to the commercial intention of the arrangement envisaged by this agreement; and/or

(d) so that the provisions of schedule 2 shall apply to the New Shares for the purposes of determining the extent to which (and when) the New Shares shall be treated as “Vested” with the intention that 100% of such shares will be “Vested” on the same date as 100% of the Subscriber Shares would have “Vested” under that schedule.

10. MARKET STANDOFF

10.1 The Subscriber agrees that, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of A ordinary shares in the Company (determined on an as-converted into A ordinary shares basis), the Subscriber will not, if requested by the managing underwriter(s) in the initial underwritten sale of A ordinary shares of the Company to the public pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any A ordinary shares or securities convertible into A ordinary shares, except for: (i) transfers of shares permitted under clause 10.2 hereof so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this clause 10.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this clause and to impose stop transfer instructions with respect to the shares until the end of such period. The Subscriber further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

10.2 The following transfers will be exempt from clause 10.1: (i) the transfer of any or all of the shares during the Subscriber’s lifetime by gift or on the Subscriber’s death by will or intestacy to any member(s) of the Subscriber’s “Immediate Family” (as defined below) or (ii) to a trust for the benefit of the Subscriber and/or member(s) of the Subscriber’s Immediate Family, provided that each transferee or other recipient agrees in writing satisfactory to the Company that the provisions of clause 10.1 will continue to apply to the transferred shares in the hands of such transferee or other recipient. The term “Immediate Family” means the Subscriber’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of the Subscriber or the Subscriber’s spouse, or the spouse of any of the above or Spousal Equivalent. A person is deemed to be a “Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the transferee and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last twelve (12) months and intend to do so indefinitely.

10.3 Where the Subscriber Shares are exchanged for, converted into, or otherwise become New Shares, clauses 10.1 and 10.2 shall apply as if references to the Company were to the company in which the New Shares are issued.

11. NOTICES

Any notice or other communication under or in connection with this agreement may be given:

(a) by personal delivery or by sending the same by post, to the Subscriber at his last known address, or to the address of the place of business at which he performs the whole or substantially the whole of his duties of his office or employment, and to the Company at its registered office and where a notice or other communication is given by first class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped; or

(b) to the Subscriber by electronic communication to his usual business address or to such other address for the time being notified for that purpose to the person giving the notice.

12. FURTHER ASSURANCE

Each of the parties agrees that it shall execute or procure to be done and executed all such acts, deeds, documents and things as may be necessary to give effect to this agreement.

13. COUNTERPARTS

This agreement may be executed in any number of counterparts each of which when executed by one or more of the parties hereto shall constitute an original but all of which shall constitute one and the same instrument.

14. THIRD PARTY RIGHTS

A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, save that a Relevant Payer shall be entitled to enforce the provisions of Clause 8 and that any holding company of the Company (from time to time) may enforce any of the provisions of this agreement (“holding company” having the meaning given in section 1159 Companies Act 2006 for this purpose). This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. The Company may assign any of its rights under this agreement.

15. GOVERNING LAW AND JURISDICTION

15.1 This agreement, including, for the avoidance of doubt, the power of attorney granted in terms of clause 6 hereof, shall be governed by and construed in accordance with the laws of England.

15.2 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this agreement and that accordingly, any suit, action or proceedings arising out of or in connection with this agreement shall be brought in such courts.

This agreement is executed and delivered as a Deed on the date set out on the first page of this agreement.

Signed as a deed, but not delivered until the first date specified on page 1, by [•] in the presence of: ) ) ) Signature

Witness signature
Witness name
(block capitals)
Witness address	King, 10th Floor, Central St Giles
	1 St Giles High Street
	London WC2H 8AG

Executed as a deed, but not delivered until the first date specified on page 1, by MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C. by a director in the presence of a witness:	) ) ) )	Signature
		Name (block capitals)
			Director

Witness signature
Witness name
(block capitals)
Witness address	King, 10th Floor, Central St Giles
	1 St Giles High Street
	London WC2H 8AG

SCHEDULE 1

Company Conversion Information Notice

To: [Subscriber]

[Address]

Date:

This notice is served pursuant to clause 4 of the share subscription agreement entered between you and Midasplayer International Holding Company p.l.c. (“Company”) on [     ], relating to your acquisition of [number] D1 ordinary shares of €0.000149 (“Subscription Agreement”).

Pursuant to clause 4 of the Subscription Agreement, you are required to serve a notice on the Company in the form attached, requesting that the Conversion Number (as specified below) of your Subscriber Shares (as defined in the Subscription Agreement) convert into Deferred Shares on the Conversion Date (as specified below):

Conversion Number:

Conversion Date:

On behalf of Midasplayer International Holding Company p.l.c.

Conversion Notice

To: Midasplayer International Holding Company p.l.c.

[Address]

Date: [                ]

Dear Sirs,

Conversion Notice

This notice is served pursuant to Article 7.7 of the articles of association (“Articles”) of Midasplayer International Holding Company p.l.c. In accordance with the Articles, notice is hereby given that the number of [     ] shares specified below shall convert into Deferred Shares on the Conversion Date specified below. [It is acknowledged that this conversion is intended to take effect immediately prior to the relevant Sale.]

Conversion Number of D1 Ordinary Shares:                             .

Conversion Date:                             .

Signed                             

By [Subscriber] [acting by [insert name of agent / attorney] being such person’s duly appointed [agent / or attorney]]

[[and in the case of a notice exercised by an attorney]

Witnessed by: [Witness signature]

Witness name: [Insert name of witness]

Witness address: [Insert address]]

SCHEDULE 2

For the purposes of this agreement:

1. one quarter of the Subscriber Shares shall be “Vested” 12 months after [•] (the “Vesting Start Date”); and

2. a further one twelfth of the balance of the Subscriber Shares shall be “Vested” 15 months after the Vesting Start Date with an additional one twelfth “Vesting” after each 3 month period thereafter (with the intent that 100% of the Subscriber Shares will have “Vested” 48 months after the Vesting Start Date).

Notwithstanding any of the above, no Subscriber Shares shall “Vest” after the date on which the Subscriber ceases to be employed by (or a director of) the Company or any member of the Group unless the Board (having obtained the consent of the Investor Director) determines otherwise.

Midasplayer International Holding Company p.l.c. Aragon House Business Centre Dragonara Road St. Julians STJ3140 Malta   Tel: +356 2248 5300 Fax: +356 2248 5370

[NAME]

[ADDRESS]

[ADDRESS]

[ADDRESS]

[DATE] 2014

Dear Arnaud

Letter of Allotment

This letter of allotment relates to the [•] D3 ordinary shares of €[•] each in the capital of Midasplayer International Holding Company p.l.c. (“Company”) (“Shares”) allotted to you on the date hereof.

In relation to the same, it is acknowledged that:

1. the subscription price paid by you was $[•] per Share;

2. the D3 Hurdle Amount in respect of the Shares shall be $[•] bn;

3. the D3 Hurdle Price in respect of each Share shall be $[•], reduced by the aggregate amount of all dividends distributed after the date of issue of the Shares amongst the holders of all classes of shares in the Company entitled to dividends (each of which as apportioned on a per share basis);

4. you shall hold the Shares on the terms of the memorandum and articles of association of the Company (as the same may be amended from time to time);

5. the Shares shall be “Linked Shares” for the purpose of the individual option and subscription agreement entered into by you and the Company dated [•] 2014 relating to [•] D1 ordinary shares of €[•] each in the capital of the Company. Accordingly, you shall hold the Shares on the terms of that agreement (which contains, amongst other things, restrictions on your ability to transfer the Shares).

In particular you should note the following:

• The terms “D3 Hurdle Amount” and “D3 Hurdle Price” are defined in the Articles of Association of the Company in force as at the date of this letter, a copy of which is set out in Appendix 3 to the individual option and subscription agreement. For the purpose of setting the D3 Hurdle Price, the board of directors of the Company has made the following calculation:

D3 Hurdle Amount/(number of Shares in issue – (number of issued: D3 ordinary shares + E Ordinary Shares + Deferred Shares))

Midasplayer International Holding Company p.l.c. Aragon House Business Centre Dragonara Road St. Julians STJ3140 Malta   Tel: +356 2248 5300 Fax: +356 2248 5370

• In connection with a listing of the Company’s shares on a regulated market, the Linked Shares will convert into A Ordinary Shares and/or Deferred Shares in accordance with the conversion provisions of Article 7.6 (or, if the Linked Shares have been exchanged for shares in the listing vehicle under Article 15, such shares will convert into A Ordinary Shares and/or Deferred Shares of the listing vehicle in accordance with the equivalent conversion provisions of the articles of association of the listing vehicle). Any Deferred Shares will be compulsorily acquired by the Company upon payment to you of £0.00001 per Deferred Share or, if the Linked Shares have been exchanged for shares in the listing vehicle under Article 15, any Deferred Shares in the listing vehicle will be compulsorily acquired by the listing vehicle without payment to you of consideration.

• In connection with an Exit Event, any entitlement by the holders of the D3 Shares to a part of the proceeds of sale of the Company or of the distributable amount that may be available for distribution by the Company shall be calculated taking into account the respective D3 Hurdle Amount indicated above. Accordingly, if the D3 Hurdle Amount is not met at the relevant time your investment will be lost.

• If your Linked Shares (or any shares for which they are exchanged or into which they convert if the Company’s shares are listed on a regulated market) are not Released in accordance with the individual option and subscription agreement, they will be subject to compulsory transfer by you [no consideration] [in consideration for a payment equal to the lesser of (i) the subscription price paid by you for those shares and (ii) the market value of the shares less 25%]. Different rules apply in the event of a “Sale” (as defined in the agreement) which may result in Linked Shares which have not been Released being converted into Deferred Shares, which may be acquired by the Company for nominal consideration, or transferred for no or nominal consideration. The exact terms are set out in more detail in the agreement.

To confirm your understanding of the above, please return a countersigned copy of this letter.

Yours sincerely

In consideration of the issue of the Shares to me I, [NAME], hereby confirm my agreement to the matters set out above and acknowledge the allotment of the Shares to me. I acknowledge and accept that the Shares shall be treated as “Linked Shares” for the purposes of the above-mentioned individual option and subscription agreement. Furthermore, I acknowledge and understand the calculation of the D3 Hurdle Price as applied by the Board of Directors and agree that the calculation is in accordance with the Articles of Association of the Company, and acknowledge and accept the D3 Hurdle Price and D3 Hurdle Amount as specified in this letter.

Signed Date

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

AND

[—]

INDIVIDUAL OPTION AND

SUBSCRIPTION AGREEMENT

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

When considering what action you should take, you are recommended to seek your own independent financial advice from your own stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

This Agreement and all other documentation received from the Company are not, and should not be taken as, a recommendation to purchase shares.

This Agreement and the accompanying documents from the Company are submitted on a confidential basis and the offer contained in them is personal to the recipient and may not be transferred or assigned by the recipient.

CONTENTS

1	DEFINITIONS	2
2	GRANT OF OPTION	9
3	MANNER OF EXERCISE OF OPTIONS	11
4	TAXATION MATTERS	13
5	TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS	14
6	VARIATION OF SHARE CAPITAL	16
7	EXCHANGE OF OPTION FOR NEW OPTION	17
8	ADDITIONAL PROVISIONS	18
9	POWER OF ATTORNEY	18
10	VARIATION AND RELATED MATTERS	21
11	MISCELLANEOUS	23

AGREEMENT DATED [—]

BETWEEN:

(1) MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C., company number C40465, a public limited company whose registered office is at Aragon House Business Centre, Dragonara Road, St Julian’s, STJ 3140, Malta (the “Company”) and;

(2) [—] of [—] (the “Subscriber”).

RECITALS

(A) The Subscriber is a key employee and/or director within the Group at the date of this Agreement.

(B) The Company wishes to grant to the Subscriber an option to acquire up to [—] D1 ordinary shares of €[—] each in the capital of the Company upon and subject to the terms of this Agreement.

(C) The Subscriber may also acquire Linked Shares.

(D) The Subscriber agrees to hold any Linked Shares subject to the terms of the Articles and this Agreement. Pursuant to the provisions of this Agreement and the Articles, the Linked Shares, or any shares for which they are exchanged or into which they are converted in connection with a listing of the Company’s shares on a securities exchange or otherwise, (or a proportion thereof) may, in certain circumstances and at certain times, become subject to compulsory transfer under this Agreement and/or the Articles or be converted into Deferred Shares.

1 DEFINITIONS

1.1 In this Agreement the following words and expressions shall have the following meanings and, unless the context requires otherwise (or the term is otherwise defined herein), the terms defined in the Articles shall have the same meanings in this Agreement:-

“Acquiring Company”

means a company which acquires shares in the capital of the Company pursuant to a Sale;

“Articles”

means the articles of association of the Company in effect from time to time;

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“Asset Sale”

means the disposal by any one or more members of the Group of assets (whether together with associated liabilities or otherwise and as part of an undertaking or otherwise) which represent 50% or more (by book value) of the consolidated gross assets of the Group at that time but excluding any such disposal to another member of the Group;

“Auditors”

means the auditors for the time being of the Company (acting as experts and not as arbitrators);

“Board”

means the board of directors of the Company or a duly constituted committee thereof;

“Change of Control Period”

means a period that commences on the date that falls three months prior to the date of exchange of contracts in relation to an applicable Sale and terminates on the date that falls 12 months immediately after the completion of an applicable Sale;

“Change of Control Termination”

means the termination of the employment of the Subscriber during a Change of Control Period where:

(a) the Company or other relevant member of the Group serves notice to terminate the employment of the Subscriber, save where it is entitled summarily to terminate the Subscriber’s employment without notice or payment in lieu of notice under the Service Agreement; or

(b) the Subscriber terminates their employment with the Company or any relevant member of the Group with or without notice for Good Reason (other than in circumstances where the Company or other relevant member of the Group has reasonable grounds for summary dismissal without notice or payment in lieu of notice under the Service Agreement) provided that the Subscriber must, before he terminates his employment for Good Reason, and if (on a reasonable view) the circumstances that constitutes Good Reason are remediable, have first given the Company or relevant member of the Group a written notice stating clearly the event or circumstance that constitutes Good Reason in his belief, acting in good faith, and given the Company or relevant member of the Group a period of not less than 15 working days to cure the event or circumstance allegedly constituting Good Reason and no Good Reason shall exist if on a reasonable view the event or circumstance is cured by the Company or relevant member of the Group;

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“Code”

means the United States Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder;

“Company Conversion Information Notice”

the meaning given in paragraph 2.4 of schedule 2;

“Company Transfer Date”

the meaning given in paragraph 2.2 of schedule 2;

“Company Transfer Notice”

the meaning given in paragraph 2.2 of schedule 2;

“Conversion Date”

the date to be specified by the Subscriber in the relevant Conversion Notice for the Linked Shares (or a proportion thereof) to convert into Deferred Shares, being the date determined in accordance with paragraph 2.4.2 of schedule 2;

“Conversion Number”

means the number of Linked Shares which are to be the subject of the relevant Conversion Notice, as calculated in accordance with paragraph 2.4.1 of schedule 2;

“Date of Exercise”

means the date on which the Company receives both the written notice and any payment (if required) referred to in clause 3.1;

“Dealing Code”

means any code or regulations adopted by any relevant listing authority or stock exchange which restrict dealings in securities issued by the Company and/or such other rules and regulations adopted by the Company, which govern dealing in Shares, interests in Shares, options or rights over Shares or interests in Shares;

“Drag Along Notice”

means a Drag Along Notice as defined in the Articles;

“EBT Transfer Date”

the meaning given in paragraph 2.3 of schedule 2;

“EBT Transfer Notice”

the meaning given in paragraph 2.3 of schedule 2;

“Effective Date”

[—];

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“Eligible Person”

means an individual who is an employee or director of a member of the Group;

“Employee Benefit Trust”

means an employee benefit trust established by the Company in connection with its employee share incentive arrangements;

“Encumbrance”

means a mortgage, charge, pledge, lien, option, restriction, equity, right to acquire, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind or any other type of preferential arrangement (including, without limitation, a title transfer and retention arrangement) having similar effect;

“Exercise Price”

means the sum of USD $[—] per Option Share, adjusted if appropriate pursuant to clause 6;

“Fair Price”

the meaning assigned in the Articles;

“Good Leaver”

means the Subscriber ceasing to be an employee and/or director of any member of the Group:

(a) as a result of his death, permanent incapacity due to ill health or retirement in accordance with his contract of employment; or

(b) due to dismissal of the Subscriber by the Company or any member of the Group without notice or payment in lieu in circumstances where the Company or other member of the Group is not entitled to summarily dismiss; or

(c) in circumstances where the Board determines (subject to the Investor Director voting in favour of such determination) in its absolute discretion the Subscriber to be a Good Leaver; or

(d) in circumstances where either (i) the Company or other relevant member of the Group serves notice to terminate the employment of the Subscriber; or (ii) the Subscriber serves notice to terminate their employment with the Company or relevant member of the Group for a Good Reason; in each case in circumstances other than where the Company or relevant member of the Group is entitled summarily to terminate the Subscriber’s employment without notice or payment in lieu of notice under the Service Agreement; or

(e) in circumstances where the termination of the Subscriber’s employment by the Company or any member of the Group constitutes a Change of Control Termination;

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“Good Reason”

means grounds that entitle the Subscriber to treat himself as being constructively dismissed (within the meaning of section 95(1)(c) of the Employment Rights Act 1996) as may be determined by a court of competent jurisdiction. Examples of such grounds may include, but are not limited to, circumstances where the Subscriber is required to permanently relocate outside of Greater London, where the Subscriber’s pay is unilaterally reduced, where the Company is in material breach of the Service Agreement, or where on a Sale the acquiring entity did not give the Subscriber options, compensation or equity of at least the same value as the value of any shares under option (net of exercise price) held by the Subscriber which are no longer capable of vesting or being exercised after such Sale;

“Grant Date”

[—];

“Group”

has the meaning given in the Articles and “member of the Group” shall be construed accordingly;

“HMRC”

means HM Revenue & Customs (or any other taxation or other authority in any other jurisdiction, as applicable);

“Investor Director”

has the meaning given in the Articles;

“ITEPA”

means the Income Tax (Earnings and Pensions) Act 2003;

“Linked Shares”

means shares acquired by the Subscriber which, in the relevant Letter of Allotment, are expressed as being “Linked Shares” for the purposes of this Agreement (or any other shares into which the same are converted);

“Liquidation”

whether voluntary or compulsory, means the passing of a resolution for the winding-up of the Company;

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“Listing”

means :

(a) the admission of all or any of the shares in the capital of the Company to trading on a market for listed securities designated by the Financial Markets Act (Cap. 345 of the laws of Malta) as a Recognized Investment Exchange (as defined in the Articles), together with the admission of such shares to the relevant Official List (as defined in the Articles); or

(b) if the Investors (as defined in the Articles) in their absolute discretion so determine, the admission of such shares to, or to trading on, any other market wherever situated together, if necessary, with the admission of such shares to listing on any official or otherwise prescribed list maintained by a competent or otherwise prescribed listing authority;

“Market Value”

means on any day the market value of a share of the relevant class determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 or, if shares of the relevant class are quoted on the official list of a Recognized Investment Exchange, the average of the middle market quotations of such a share as derived from the relevant Official List for the three immediately preceding dealing days or, if the Option is being exercised in the context of a Sale, the market value shall be determined by reference to the price to be paid for a share of the relevant class by the Acquiring Company;

“Option”

means the right to acquire Option Shares granted under this Agreement;

“Option Shares”

means the [—] Shares which are the subject of the Option;

“Released”

means “Released” pursuant to paragraph 1.1 of schedule 4 (the effect of which being, amongst other things, that certain restrictions on transfer referred to in paragraph 3 of schedule 2 may cease to apply to the Linked Shares that are Released);

“Relevant Transferred Shares”

the meaning given in paragraph 2.6 of schedule 2;

“Sale”

has the meaning given to it in the Articles save that unless the Board (and the Investor Director) determine otherwise, it shall not constitute a Sale where the person (or Connected Persons or group of persons Acting in Concert (as defined in the Articles)) acquiring or obtaining shares in the circumstances giving rise to the “Sale” are (in the reasonable opinion of the Board) Apax entities;

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“Service Agreement”

the Subscriber’s service agreement with [—], dated [—], as amended from time to time;

“Share”

means a D1 ordinary share of €[—] in the capital of the Company (or such other nominal value as may be determined by the Company in general meeting from time to time);

“Tax Liability”

means any income tax, withholding tax and employee national insurance contributions (or their equivalent outside of the United Kingdom) in respect of which any Group Member has to make a payment to HMRC and which arise by reference to:

(a) the issue of any Linked Shares;

(b) the transfer of any Linked Shares or any of the Linked Shares being treated as Released;

(c) the redemption or conversion of any Linked Shares;

(d) any other event giving rise to a charge under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) occurring in connection with the acquisition, holding or disposal of the Linked Shares by the Subscriber during the ownership of any Linked Shares by the Subscriber;

(e) the Subscriber exercising the Option or acquiring Option Shares pursuant to such exercise; and/or

(f) any gain realised or deemed to have been realised by the Subscriber in respect of the Option or the Option Shares;

provided that employer’s national insurance contributions (or foreign equivalents) shall not constitute Tax Liabilities and such amounts shall be payable by the Company or other member of the Group;

“Transferred Shares”

the meaning given in paragraph 2.6 of schedule 2;

“Unreleased Shares”

means Linked Shares that have not been and are no longer capable of being Released.

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1.2 So far as not inconsistent with the context:-

1.2.1 Any reference herein to any enactment shall be construed as a reference to that enactment as for the time being amended or re-enacted.

1.2.2 All references to the masculine gender shall be deemed also to be references to the feminine gender and all references to the singular include the plural and vice versa.

1.2.3 All references to clauses or sub-clauses are unless the context otherwise requires to clauses or sub-clauses of this Agreement.

1.2.4 The headings to clauses of this Agreement are for convenience only and have no legal effect.

1.3 In this Agreement, the Subscriber shall be deemed to cease to be an employee and/or director of a member of the Group on the Relevant Cessation Date. For these purposes, the “Relevant Cessation Date” shall be the date on which the Subscriber ceases to be an employee, consultant or director of or to any member of the Group for any reason (including death or bankruptcy) without remaining or immediately becoming an employee, consultant or director of or to any other member of the Group or the date of occurrence of a repudiatory breach by the Subscriber of the Service Agreement (or his contract of engagement) that is accepted by his employer (or the company of which he is a director or to which he is a consultant), resulting in the termination of the Subscriber’s employment, directorship or consultancy (whichever is the earlier).

1.4 The recitals to this Agreement have no legal effect and shall not affect the construction or interpretation of this Agreement (save that terms defined therein shall have the same meanings for the purpose of this Agreement).

2 GRANT OF OPTION

2.1 The Company hereby grants to the Subscriber the right, upon the terms and subject to the conditions of this Agreement exercisable to the extent that the Option has vested in accordance with, and on the dates specified in, schedule 1, to purchase the Option Shares for the Exercise Price. For the avoidance of doubt, this clause 2.1 is subject to the provisions of clause 3 and schedule 4.

2.2 The Option is granted on the Grant Date.

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2.3 The Option may be exercised in whole or in part but (from and following a Listing) the Option may not be exercised at any time when such exercise is prohibited by any Dealing Code.

2.4 The Option is personal to the Subscriber. It may not be transferred, assigned or charged or otherwise alienated and any purported transfer, assignment, charge or other alienation shall cause the Option to lapse forthwith.

2.5 The Option shall lapse automatically (in so far as it has not been exercised) on the earliest of:-

2.5.1 the tenth anniversary of the Grant Date;

2.5.2 the date on which it lapses under clause 2.4;

2.5.3 unless the Company otherwise decides (it being able to impose such conditions as it sees fit in the event that it exercises its discretion in this regard), 40 calendar days after the Option has become exercisable in accordance with clause 5 (but excluding clause 5.2) save that where the Subscriber is employed by a member of the Group on the date of a Sale and such Sale would otherwise cause the Option to lapse under this clause 2.5.3 the Option shall lapse only in respect of such of the Option Shares as have vested as at the relevant lapse date, the balance of the Option lapsing under this clause 2.5.3 12 calendar months after the date of the Sale;

2.5.4 the Subscriber being adjudicated bankrupt by a court of law;

2.5.5 forthwith upon the Subscriber ceasing to be an Eligible Person other than in circumstances where the Subscriber is a Good Leaver;

2.5.6 the date falling 90 calendar days after the Subscriber ceases to be an Eligible Person in circumstances where the Subscriber is a Good Leaver (or such longer period as the Board, having obtained the consent of the Investor Director, may determine in its absolute discretion);

2.5.7 the date on which the Option has lapsed in its entirety under clause 3 and/or schedule 4;

2.5.8 unless the Board determines otherwise, on completion of any Exchange if the Subscriber has not entered into an agreement for the grant of a New Option in accordance with clause 7.

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3 MANNER OF EXERCISE OF OPTIONS

3.1 To the extent that the Option has become exercisable pursuant to this Agreement, the Option may be exercised (in whole or in part) by the Subscriber, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which the Subscriber wishes to exercise the Option accompanied by:

3.1.1 the payment of the total Exercise Price due in respect of the number of Shares specified in the exercise notice, save to the extent that the Subscriber has made other arrangements for the payment of the total Exercise Price (such as, after Listing, the Subscriber selling sufficient number of the Shares as generates proceeds to pay the Exercise Price and using those proceeds to satisfy the same) which are satisfactory to the Company or the Company permits the cashless exercise of the Option pursuant to clause 3.6; and

3.1.2 if required by the Company, the amount due under clause 4.1 in respect of any Tax Liability.

The Subscriber acknowledges that, despite the number of Shares specified in the written notice, the Option may actually be exercised over a lower number of Shares by virtue of the operation of clause 3.3 and schedule 4 below.

3.2 Where the Option has been properly exercised, the Shares in respect of which the Option has been exercised (after taking account of the provisions of schedule 4) shall be issued and allotted or transferred pursuant to a notice of exercise within 30 calendar days of the Date of Exercise. Where any Dealing Code prohibits the issue or transfer of the relevant Shares during such 30 day period, such 30 day period shall be extended by the number of days (plus three further days) during which the prohibition applies.

3.3 Where the Subscriber has acquired Linked Shares, if the Option (or any part thereof) is properly exercised but not all of the Linked Shares have been Released, schedule 4 shall apply to determine:

3.3.1 the number of Linked Shares (if any) that shall be Released;

3.3.2 the actual number of Option Shares in respect of which the Option shall be treated as exercised at that time and which are therefore to be issued and allotted or transferred to the Subscriber; and

3.3.3 the extent to which the Option shall be deemed to have lapsed in respect of a specified number of Option Shares.

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3.4 Any calculation (including but not limited to the determination of the Option Gain and the Remaining Linked Shares Value) to be carried out under clause 3.3 and schedule 4 shall be performed by the Board (whose determination shall be final and binding). The Board shall notify the Subscriber of the number of the Remaining Linked Shares which shall be treated as Released, the number of Option Shares in respect of which the Option shall be treated as exercised and the number of Option Shares in respect of which the Option shall be treated as lapsing. Examples of the intended operation of clause 3.3 and schedule 4 are contained at Appendix 1 for illustration purposes.

3.5 If and to the extent that the Subscriber:

3.5.1 serves a valid exercise notice specifying a number of Option Shares to which the exercise relates; and

3.5.2 makes a payment of an Exercise Price calculated by reference to such number; but

3.5.3 the Option is treated as having been exercised in respect of a reduced number of Option Shares (pursuant to clause 3.3 and schedule 4),

then the Company shall arrange for the return or repayment to the Subscriber of the relevant part of the Exercise Price.

3.6 Notwithstanding any other provision of this Agreement, if a Subscriber serves a valid exercise notice and, as a result, the Company is obliged to issue or transfer a number of Shares to the Subscriber in exchange for the payment of a corresponding Exercise Price then the Company shall, at its sole discretion, be entitled to satisfy that obligation by issuing, transferring or procuring the transfer to the Subscriber (at no cost to the Subscriber or at a cost which reflects only the nominal value of the relevant Shares) such reduced number of Shares as will (in the opinion of the Board) deliver equivalent value to the Subscriber.

3.7 The Subscriber hereby agrees that if the Option is exercised prior to a Listing the Subscriber shall, as a condition of such exercise, enter into a subscription agreement in respect of the Option Shares and deed of adherence to a shareholders agreement in the form approved by the Board.

3.8 In the event that:

3.8.1 the Board becomes aware that either (i) a General Offer has been (or is to be) made to the shareholders of the Company for the purposes of Article 14.1.1.1 or (ii) an Approved Offer (as defined in the Articles) has been (or is to be)

12

made to the shareholders of the Company), and the Subscriber will not otherwise receive notice of that General Offer or Approved Offer (as the case may be); and

3.8.2 any of the Option Shares have vested under Schedule 1,

the Board shall (where it considers it reasonable to do so) give notice to the Subscriber that such a General Offer or Approved Offer has been (or is to be) made.

4 TAXATION MATTERS

4.1 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:-

4.1.1 the Company or other member of the Group is able to deduct or, where possible, withhold, an amount equal to the whole of the Tax Liability from the Subscriber’s net pay for the next pay period; or

4.1.2 the Subscriber has paid to the Company or other member of the Group an amount equal to the Tax Liability; or

4.1.3 the sum of the amount that the Subscriber has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Subscriber’s net pay for the next pay period is equal to or more than the Tax Liability; or

4.1.4 the Subscriber enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company.

4.2 The Subscriber agrees that if requested to do so by the Board he shall immediately upon exercise of the Option enter into an irrevocable joint election with his employing company (or the company of which he is a director) pursuant to section 431 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom, including section 83(b) of the Code) in a form specified by the Board that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) and sections 425 to 430 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) are not to apply to such Shares.

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4.3 The Subscriber hereby covenants to pay to the Company (or such other member of the Group as the Company directs) an amount equal to any Tax Liability. Without prejudice to the right of any person to enforce the covenants to pay in any other way:

4.3.1 the Subscriber hereby authorises (for all purposes, including Part II of the Employment Rights Act 1996 if and where applicable to the Subscriber) the person entitled to receive payment under this clause 4.3 (or the company which employs him, or of which he is a director, if different) to deduct (to the extent permitted by law) sufficient funds which, in the reasonable opinion of the person, would be equal to the amount due from the Subscriber from any payment made to or in respect of the Subscriber by the relevant company or the relevant person on or after the date of the event which gives rise to the Tax Liability; and

4.3.2 the Subscriber hereby agrees (to the extent permitted by law) to pay to the relevant person (or relevant company) an amount sufficient to satisfy all Tax Liability (in respect of which the Subscriber is liable under this clause 4.3) to the extent that such liabilities are not recovered from the Subscriber pursuant to clause 4.3.1 or otherwise to enter into such arrangements as the Company may consider appropriate to recover from the Subscriber the amount of any Tax Liability for which the Subscriber is so liable.

5 TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS

5.1 Sale or Asset Sale

5.1.1 In the event that a Sale or an Asset Sale takes place, the Option may be exercised within 40 calendar days of such Sale or Asset Sale (as applicable) occurring (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

5.1.2 In the event that the Board becomes aware that an offer has been made which, if completed, would lead to the Option becoming exercisable under clause 5.1.1 above, it may at its absolute discretion resolve that the Option becomes exercisable under clause 5.1.1 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1) within such period as is determined by the Board and notified to the Subscriber (prior to any Sale or Asset Sale as mentioned in clause 5.1.1) and, in the event that the Option is not exercised during this period, it shall lapse to the extent provided by clause 2.5.3 but as if the reference to “40 calendar days after the Option has become exercisable in accordance with clause 5 (but excluding clause 5.2)” in that clause reads “on the expiry of the period determined by the Board under clause 5.1.2”.

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5.2 Listing

5.2.1 An Option may be exercised on or following a Listing in accordance with clause 5.2.2 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

5.2.2 As soon as the Board has become aware that firm negotiations have been entered into or firm proposals have been made for the Listing, the Board may notify the Subscriber that such negotiations or proposals have been entered into or made. Within one week of such notification, the Subscriber may exercise the Option (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1). The Board may specify in the notification that the exercise of the Option under this clause 5.2.2 shall be conditional upon completion of the Listing (and for the purposes of this clause 5.2, “completion” in relation to a Listing shall be the admission or granting of permission referred to in the definition of “Listing”) and in such a case, in the event that the Listing does not proceed, the notice of exercise shall be deemed never to have been served.

5.3 Exchange of Options

5.3.1 In the event that a Sale takes place, the Subscriber may at any time within six months of the Sale by agreement with the Acquiring Company release his rights under the Option (in this clause referred to as “the old rights”) in consideration for the grant to him of rights (in this clause referred to as “the new rights”) which are equivalent to the old rights but relate to shares in a different company.

5.3.2 The new rights referred to in clause 5.3.1 above shall not be regarded for the purposes of this clause 5 as equivalent to the old rights unless:

5.3.2.1 the new rights are granted to the Subscriber by reason of his employment or office (as director) with the Acquiring Company or any of its 51% subsidiaries;

5.3.2.2 the total Market Value of the Shares which are the subject of the Option immediately before the release of the Subscriber’s old rights is substantially equivalent to the total Market Value of the shares (which are the subject of the new rights) immediately after the grant of the new rights to the Subscriber; and

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5.3.2.3 the total amount payable by the Subscriber for the acquisition of shares in pursuance of the new rights is substantially equivalent to the total amount that would be payable for the acquisition of Shares which are the subject of the Option in pursuance of the old rights.

5.3.3 Where any new rights are granted pursuant to this clause 5.3 this Agreement shall in relation to the new rights be construed as if references to the Company and to the Shares were references to the Acquiring Company or as the case may be to the company in whose shares the new rights relate and to the shares of the Acquiring Company or of the other company in whose shares the new rights relate.

5.4 Liquidation

If the Company passes an extraordinary resolution for dissolution and consequential voluntary winding up of the Company, the Option may be exercised until the commencement of such winding up (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1) at the expiry of which period it shall lapse.

6 VARIATION OF SHARE CAPITAL

6.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, or if any of the shares in the Company are to be converted to shares of another class pursuant to the provisions of the Articles (including, but not limited to, a conversion of ordinary “D1” shares into “A” ordinary shares and/or Deferred Shares immediately prior to a Listing), the limit on the number of Shares available under the Option, the number, class and nominal amount of Shares subject to the Option (the definition of “Shares” being adjusted accordingly) and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted in such manner as the Board considers reasonable PROVIDED THAT:-

6.1.1 the aggregate amount payable on the exercise of an Option in full is not increased (subject to clause 6.1.2); and

6.1.2 the Exercise Price for a Share is not reduced below its nominal value.

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7 EXCHANGE OF OPTION FOR NEW OPTION

7.1 If the Company is or is to be the subject of a transaction whereby all or substantially all of the issued share capital of the Company is or is to be exchanged for issued share capital in another company or body corporate, wherever incorporated, (the “New Company”) with the result that (in the reasonable opinion of the Board) the beneficial ownership of the issued share capital in the New Company is (or is to be) substantially the same as the beneficial ownership of the issued share capital in the Company immediately prior to such transaction (the “Exchange”), the Subscriber shall (if so requested by the Company) release his rights (including his right to acquire Shares) under this Agreement (the “Old Option”) in consideration for the grant to him of equivalent rights granted by the New Company (including a right to acquire shares in the New Company) (the “New Option”). The determination of such equivalence shall be made in the sole discretion of the Board whose decision shall be final and binding.

7.2 The New Option shall be on terms and conditions that are (in the opinion of the Board) equivalent to the terms and conditions of this Agreement save that where a provision in this Agreement refers to the Company the corresponding provision in the agreement governing the New Option (the “New Option Agreement”) shall (unless the Board considers the context requires otherwise) instead refer to the New Company, provided that:

7.2.1 the number (and class) of shares in the New Company subject to the New Option may be different to the number (and class) of Shares subject to the Old Option, provided that (in the opinion of the Board) there shall be no material enlargement or dilution of the Subscriber’s interest; and

7.2.2 the exercise price payable per share of the New Company under the New Option may be different to the Exercise Price per Share under the Old Option, provided that (i) the exercise price per share of the New Company under the New Option shall be at least the nominal value of such share and (ii) the aggregate exercise price for all of the shares of the New Company subject to the New Option immediately after the Exchange shall be substantially equivalent to the aggregate Exercise Price of all of the Shares subject to the Old Option immediately prior to the Exchange.

7.3 Where a New Option is to be granted, the New Option Agreement shall contain provisions which (in the opinion of the Board) are equivalent to those contained herein (including for the avoidance of doubt those contained in schedule 2) relating to Linked Shares, but instead relating to shares (“New Shares”) for which any Linked Shares have been exchanged and (without limitation) the terms of the relevant agreement may:

7.3.1 reflect the fact that the New Shares relate to another corporation or company, including a foreign corporation or company, as the case may be, (rather than the Company); and

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7.3.2 take account of any other matters (such as, without limitation, variations between the Articles and the constitutional documents governing the corporation or company in which the New Shares are issued and in the case of the corporation or company being incorporated in another jurisdiction, differences between the laws of Malta and the laws applicable to such company or corporations) that the Board considers necessary or desirable to give effect to the commercial intention of the arrangement envisaged by this Agreement.

8 ADDITIONAL PROVISIONS

The provisions of schedule 2 apply and relate (amongst other things) to the terms of the Subscriber’s holding of any Linked Shares, certain restrictions relating to the same and matters relating to the conversion of shares.

9 POWER OF ATTORNEY

9.1 The Subscriber:

9.1.1 hereby irrevocably appoints the Company as his attorney (“Attorney”) for all purposes referred to in this Agreement or any New Option Agreement and irrevocably authorises the Attorney (on the Subscriber’s behalf) to execute any and all document(s) and to do any and all acts and things as the Attorney in its absolute discretion considers necessary or desirable in order to give full effect to the terms of this Agreement, the New Option Agreement, the terms of the Articles (or the articles of association of the New Company) or the release of the Old Option and grant of the New Option in connection with the Exchange. Every attorney that may be appointed by virtue of this clause shall be considered to act singly as the true and lawful attorney of the Subscriber with full power of substitution as specified herein;

9.1.2 agrees that the Attorney may in his name or otherwise on the Subscriber’s behalf:

9.1.2.1 execute any stock transfer form and any other documents and do all things necessary in order to transfer any Linked Shares or New

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Shares in accordance with this Agreement or the Articles (or the articles of association of the company in which the New Shares are issued) including, without prejudice to the generality to the foregoing, any transfer pursuant to a Drag Along Notice;

9.1.2.2 accept any Company Transfer Notice or EBT Transfer Notice served in accordance with this Agreement or the New Option Agreement and execute any stock transfer form and any other documents and do all things necessary in order to transfer Unreleased Shares pursuant thereto;

9.1.2.3 accept any Company Conversion Information Notice (or other document) served in accordance with this Agreement or the New Option Agreement;

9.1.2.4 serve a Conversion Notice (or other document) in accordance with this Agreement or the New Option Agreement;

9.1.2.5 receive and comply with a Drag Along Notice;

9.1.2.6 make any tax filing or claim for relief or exemption that the Attorney considers necessary or desirable in connection with any transfer referred to at 9.1.2.1 above;

9.1.2.7 execute any New Option Agreement on the Subscriber’s behalf;

9.1.2.8 approve any alteration to this Agreement or the New Option Agreement pursuant to clause 10 (or equivalent provisions of the New Option Agreement);

9.1.2.9 accept and retain any share certificate issued in respect of any Linked Shares or New Shares;

9.1.2.10 sign any written resolution of the shareholders of the Company or New Company (or of the holders of the relevant class of shares in the Company or New Company) that the Board considers to be necessary or desirable for the purposes of or in connection with the IPO (as defined in schedule 2 but as if the reference to “Company” in such definition were to “Company or New Company”) or any pre-IPO restructuring, reconstruction or amalgamation involving the share capital of the Company or New Company (“Resolutions”) including without prejudice to the generality of the foregoing any reorganisation, conversion or reclassification of all or any of the

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share capital of the Company or New Company and/or the alteration, abrogation or variation of the rights attached to any Linked Shares or New Shares; and/or

9.1.2.11 in lieu of signing a written resolution as aforesaid, to appoint a proxy to attend and vote on his or her behalf on any Resolutions to be proposed at a general meeting of the Company or New Company at the discretion of the Attorney and to approve, in writing or otherwise, any consent to the convening of any such meeting at short notice.

9.2 The Subscriber hereby authorises the Attorney to:

9.2.1 delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise, and vary or revoke such delegation at any time; and

9.2.2 appoint one or more persons to act as substitute attorney for the Subscriber and to exercise one or more of the powers conferred on the Attorney by this power of attorney and revoke any such appointment,

provided that neither of the above appointments shall constitute the appointment of a new attorney (for the same business of the mandate created by virtue of clause 9.1 or otherwise) or the revocation of the said mandate given to the Attorney.

9.3 The Subscriber undertakes:

9.3.1 to promptly notify the Attorney of, and deliver to the Attorney, anything received by the Subscriber in its capacity as the registered holder of any Linked Shares or New Shares;

9.3.2 to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney and hereby ratifies and confirms and agrees to ratify and confirm any act whatsoever the Attorney shall lawfully do or cause to be done and all documents executed by the Attorney in the exercise or proposed exercise of all or any of his powers; and

9.3.3 to indemnify and hold each Attorney harmless against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

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9.4 The Subscriber declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact. The Attorney is expressly authorized to act under this Power of Attorney.

9.5 The Subscriber agrees that the Attorney shall not accept any responsibility and shall not be under any liability for any act or omission of the Attorney or any of its representatives (save in the case of the Attorney’s own fraud, gross negligence or wilful misconduct).

9.6 The Subscriber agrees that the power of attorney and other authorities on the terms conferred by or referred to in this Agreement (including but not limited to the authority granted in terms of paragraph 1.2.5 of schedule 2) are given by way of security for the performance of the obligations of the Subscriber and are irrevocable, to the extent permitted by applicable law, in accordance with section 4 of the Powers of Attorney Act 1971 and, in terms of Maltese law in so far as it may be applicable, article 1887 of the Civil Code (Cap. 16 of the Laws of Malta). Such power of attorney shall be irrevocable except with written consent of the Attorney.

9.7 The Board shall notify the Subscriber as soon as reasonably practicable following the Exchange of the release of the Old Option and the grant of the New Option or of any pre-IPO restructuring, reconstruction or amalgamation involving the share capital of the Company or New Company. Notwithstanding such release the power of attorney granted under this clause 9 shall remain valid, binding and in existence.

9.8 The power of attorney granted under this clause 9 is without prejudice (and in addition) to any power of attorney contained in the Articles (or the articles of association of the New Company).

10 VARIATION AND RELATED MATTERS

10.1 The terms of this Agreement shall in all respects be administered by the Board, and in the event of any dispute or disagreement as to the interpretation of this Agreement, or as to any question or right arising from or related to this Agreement, the decision of the Board shall be final and binding upon all persons. It is expressly agreed and understood by and between the parties to this Agreement that: from time to time during the term hereof there may be information relating to the Company and/or the Group which is considered by the Board to be of a commercially sensitive nature and/or which it would not be in the best interests of the Company to disclose to all

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shareholders of the Company, and accordingly disclosure of such information to the Subscriber should be withheld; the determination as to what information shall fall within this category is considered to constitute a question related to this Agreement on which the decision of the Board shall be final and binding upon all persons as aforesaid; and that for all intents and purposes the Subscriber hereby grants his unconditional waiver to the right to receive such information as the board of directors may determine from time to time, including during or for the purposes of a general meeting of the shareholders of the Company.

10.2 Subject to clause 10.4 and 7.3, the board of directors for the time being of the Company may at any time and from time to time make any alteration to this Agreement which it thinks fit provided that:

10.2.1 any alteration to this Agreement which is necessary to comply with or to take account of any applicable legislation or statutory regulations or any change in them, or any requirements of any tax authority or to obtain or maintain favourable taxation, exchange and/or regulatory treatment for the Company, any Group member or the Subscriber, may be made without the consent of the Subscriber; and

10.2.2 (subject to clause 10.2.1) no alteration which would materially and unfairly increase the liability of the Subscriber or materially and unfairly decrease the value of his subsisting rights under this Agreement shall be made without the Subscriber’s prior written consent.

10.3 Subject to clause 10.2, clause 10.4 and clause 7.3, no variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to this Agreement.

10.4 In the event that any Linked Shares or New Shares are to be converted pursuant to the provisions of Article 7.6 of the Articles (or the equivalent provisions in relation to New Shares) in connection with a Listing, then the Board may (by simple board resolution) make any alteration to this Agreement or the New Option Agreement, as the case may be, which it thinks fit so that the provisions of this Agreement or the New Option Agreement, as the case may be, apply (from and after the relevant conversion) to the shares into which such Linked Shares or New Shares have converted including but not limited to, providing that any Linked Shares or New Shares that would have been the subject of a Company Conversion Information Notice under this Agreement in connection with a Sale shall instead be subject to compulsory transfer to an Employee Benefit Trust or other party nominated by the Company or to the acquiring entity in such Sale for no (or nominal) consideration.

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11 MISCELLANEOUS

11.1 This Agreement shall be binding upon each party’s successors and assigns and personal representatives (as the case may be) but except as expressly provided herein none of the rights of the parties under this Agreement may be assigned or transferred.

11.2 Notwithstanding any other provision of this Agreement:

11.2.1 this Agreement shall not form part of any contract of employment or office between the Company or any other member of the Group and the Subscriber and the rights and obligations of the Subscriber under the terms of his office or employment with the Company or any other member of the Group shall not be affected by this Agreement and this Agreement shall afford the Subscriber no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever; and

11.2.2 this Agreement shall not confer on the Subscriber any legal or equitable rights (other than those constituting the Option) against the Company or any other member of the Group directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any other member of the Group; and

11.2.3 the Subscriber shall not be entitled to any compensation or damages for any loss or potential loss which (s)he may suffer by reason of being unable to exercise the Option (or have any Linked Shares Released) in consequence of the loss or termination of his office or employment with the Company or any other member of the Group for any reason whatsoever.

11.3 Any notice or other communication under or in connection with this Agreement may be given:

11.3.1 by personal delivery or by sending the same by post, to the Subscriber at his last known address, or to the address of the place of business at which he performs the whole or substantially the whole of his duties of his office or employment, and to the Company at its registered office and where a notice or other communication is given by first class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped; or

11.3.2 to the Subscriber by electronic communication to his usual business address or to such other address for the time being notified for that purpose to the person giving the notice.

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11.4 This Agreement constitutes the whole agreement between the parties hereto. The Subscriber agrees that in entering into this Agreement he does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding other than as set out in this Agreement. The only remedy available to the Subscriber in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of this Agreement. Nothing in this sub-clause shall operate to exclude liability for fraud.

11.5 The Subscriber shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction in order to permit the grant or exercise of the Option. Neither the Company nor any other member of the Group shall be responsible for any failure by the Subscriber to obtain any such consent or for any tax or other liability to which the Subscriber may become subject as a result of his exercise of the Option.

11.6 After exercise of the Option and acquisition of the Option Shares, the Subscriber shall become bound by the provisions of the Articles (a copy of which is appended to and forms part of this Agreement) and in particular in relation to the provisions relating to the transfer of shares which are contained in the Articles.

11.7 The Subscriber consents that the Company shall collect and process his/her personal data for the purposes set out in this Agreement and in terms of the Data Protection Act (Cap. 440 of the Laws of Malta) or similar laws in other applicable jurisdictions. The Subscriber further consents to the processing and release of the information contained herein by the Company (including, but without prejudice to the generality of the foregoing, such person’s name, address, age and salary details) to any other members of the Group or any third parties in connection with the administration of this Agreement or for the purpose of complying with any legal obligations. To the extent required by law, the Subscriber has the right to access data which the Company holds about him, and, where applicable, the right to ask for a rectification or erasure of such data.

11.8 This deed may be executed in any number of counterparts each of which shall constitute an original but all of which shall constitute one and the same instrument.

11.9 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, save that any person which is obliged to account for any Tax Liability shall be entitled to enforce clause 3 and that any holding company of the Company (from time to time) may enforce any of the provisions of this Agreement (“holding company” having the meaning given in section 1159 Companies Act 2006 for this purpose (but, for the purposes of section 1159(1) of the Companies Act 2006, a company shall be treated

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as a member of another company if any shares in that other company are registered in the name of either (a) a person by way of security (where the company has provided the security) or (b) a person as nominee for the company)). This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. The Company may assign any of its rights under this Agreement.

11.10 This Agreement (including the power of attorney granted hereunder) shall be interpreted and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly, any suit, action or proceedings arising out of or in connection with this Agreement shall be brought in such courts.

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IN WITNESS whereof the parties have executed this Agreement as a Deed on the date set out above.

EXECUTED AS A DEED by	)
MIDASPLAYER INTERNATIONAL	)
HOLDING COMPANY P.L.C.	)
acting by a director in the presence	)
of a witness:-	)
		Director
Witness’ Signature:
Witness’ Name:
Witness’ Address:
Witness’ Occupation:
EXECUTED AS A DEED by	)
[—]	)
in the presence of:-	)
Witness’ Signature:
Witness’ Name:
Witness’ Address:
Witness’ Occupation:

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Schedule 1

Vesting

For the purposes of this Agreement:

1. one quarter of the Option Shares shall vest 12 months after the Effective Date;

2. a further one twelfth of the balance of the Option Shares shall vest 15 months after the Effective Date with an additional one twelfth vesting after each 3 month period thereafter (with the intent that 100% of the Option Shares will have vested 48 months after the Effective Date),

and the Option shall be exercisable at any time after the date it has first vested (to the extent vested).

Notwithstanding any of the above:

(a) no Option Shares shall vest after the date on which the Subscriber ceases to be employed by (or a director of) the Company or any member of the Group (“Cessation Date”) unless the Board (having obtained the consent of the Investor Director) determines otherwise save that:

(i) in the event that the relevant member of the Group that is the Subscriber’s employer terminates his employment (otherwise than in circumstances where it is entitled to do so summarily under the terms of the Service Agreement) and the Subscriber’s employer makes a payment in lieu of any part of the contractual notice period, any Option Shares that would have vested under paragraphs 1 and 2 above during the period that would otherwise have been the notice period shall be treated as having vested on the Cessation Date; and

(ii) in the event of a Change of Control Termination, 50% of any of the Option Shares that have not vested shall be treated as vested on the Cessation Date; and

(b) no Option Shares shall vest after the date of a Sale (save to the extent the Board, having obtained the consent of the Investor Director, determines otherwise and save to the extent they vest under paragraph (a)(ii) above);

and, if any of the Option Shares are no longer capable of vesting, the Option shall lapse immediately with respect to those Option Shares that shall not vest.

Schedule 2

Linked Shares

1 TERMS OF HOLDING OF LINKED SHARES

1.1 The parties acknowledge that the Subscriber may in the future acquire Linked Shares. The Subscriber agrees to hold such Linked Shares subject to the terms and conditions of this Agreement and the Articles.

1.2 The Subscriber:

1.2.1 confirms, warrants and undertakes that he will acquire the Linked Shares on his own behalf for investment purposes and not for re-sale;

1.2.2 confirms, warrants and undertakes that in deciding to apply for the Linked Shares, he will make his own assessment of the risks and opportunities involved and will not rely upon any warranty, representation, or inducement from any person;

1.2.3 shall undertake all such acts, things and deeds necessary to effect a conversion, redemption, forfeiture and sale of any Linked Shares in accordance with the Articles and this Agreement;

1.2.4 undertakes that (if required by the Company and if applicable to the Subscriber) he shall (within such timescale as may be required by the Company) enter into an election under section 83(b) of the Code or under section 431(1) of ITEPA, or any other similar procedure under applicable law, such that any restrictions attaching to the Linked Shares will be ignored when valuing the Linked Shares for tax purposes;

1.2.5 irrevocably agrees to the appointment of any officer of the Company to negotiate and agree on his behalf with HMRC the restricted and/or unrestricted market value of the Linked Shares for tax purposes;

1.2.6 agrees that the Company may retain the share certificate in respect of the Linked Shares;

1.2.7 absolutely and irrevocably waives any right to:

1.2.7.1 receive any dividends (including any assets distributed in lieu or satisfaction of any dividends) in respect of the Linked Shares, save for any such dividends in respect of any Linked Shares which are Released (in relation to which, with effect from the relevant Linked Shares becoming Released, such waiver shall not apply);

1.2.7.2 participate in any bonus issues of shares in the capital of the Company arising by virtue of the Linked Shares, save for any such bonus issue arising by virtue of any Linked Shares which are Released (in relation to which, with effect from the relevant Linked Shares becoming Released, such waiver shall not apply); and

1.2.7.3 in his capacity as a holder of Linked Shares, receive notice of, and attend and vote (whether in person, by proxy or otherwise) at, any general meeting of the Company, save in respect of any Linked Shares which are Released (in relation to which, with effect from the relevant Linked Shares becoming Released, such waiver shall not apply), and the Subscriber undertakes not to exercise any voting rights attaching to any of the Linked Shares prior to them becoming Released save in relation to a resolution to approve any alteration or abrogation of the rights attaching to the Linked Shares to the extent required by the Articles, if any.

2 COMPULSORY TRANSFER OF SHARES/SHARE CONVERSION

2.1 In the event that on the Relevant Cessation Date the Subscriber holds Linked Shares (not being Shares which are the subject of a Conversion Notice or shares into which the same have been converted) that are on that date Unreleased Shares, whether by reason of the Option lapsing under clause 2.5 or clause 5 or Schedule 1 of this Agreement, or the Option having been exercised in full and not all of the Linked Shares being Released, the Unreleased Shares shall, prior to a Listing, be Compulsory Sale Shares within the meaning of the Articles and the Subscriber shall be deemed to have given a Compulsory Sale Notice as defined in the Articles with respect to such shares in accordance with Article 13.1 provided, however, that notwithstanding any provision of Article 13, the price for the Unreleased Shares determined in accordance with Article 13.5 shall be the price determined in accordance with Article 13.5.1 and the Subscriber hereby waives any and all entitlement to the price determined in accordance with Article 13.5.2 for the Unreleased Shares, even in circumstances in which the Subscriber is a Good Leaver within the meaning of the Articles.

2.2 In the event that the Subscriber holds Unreleased Shares (whether before or after the Relevant Cessation Date), the Company may at any time prior to Listing by notice in writing (the “Company Transfer Notice”) to the Subscriber require the Subscriber to transfer some or all of the Unreleased Shares to the Company pursuant to Article 11.3.10 on a date specified by the Company (the “Company Transfer Date”), but

no earlier than 14 calendar days after the date of the Company Transfer Notice, in consideration for a payment to the Subscriber equal to the lesser of (i) the price paid by the Subscriber on subscription for the Unreleased Shares subject to the Company Transfer Notice or (ii) the Fair Price of the Unreleased Shares subject to the Company Transfer Notice on the Company Transfer Date less 25%.

2.3 In the event that the Subscriber holds Unreleased Shares (whether before or after the Relevant Cessation Date), the Company may by notice in writing (the “EBT Transfer Notice”) at any time to the Subscriber require the Subscriber to transfer some or all of the Unreleased Shares to an Employee Benefit Trust or other third party nominated by the Company on a date specified by the Company (the “EBT Transfer Date”), but no earlier than 14 calendar days after the date of the EBT Transfer Notice, in consideration for a payment to the Subscriber equal to the lesser of (i) the price paid by the Subscriber on subscription for the Unreleased Shares subject to the EBT Transfer Notice or (ii) the Fair Price (before Listing) or the Market Value (from Listing) of the Unreleased Shares subject to the EBT Transfer Notice on the EBT Transfer Date less 25%.

2.4 In the event that a Sale is to occur, the Company may notify the Subscriber in writing by a notice substantially in the form set out in schedule 3 (“Company Conversion Information Notice”) of:

2.4.1 the number of Linked Shares which will be the subject of the Conversion Notice, being the number of Linked Shares which have not been Released as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of Linked Shares which have not been Released as is determined by the Board; and

2.4.2 the date to be specified by the Subscriber in the Conversion Notice for the Linked Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale).

2.5 In the event a Company Conversion Information Notice is served pursuant to paragraph 2.4, the Subscriber shall, prior to the Conversion Date (but in any event within 7 calendar days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7 of the Articles, to convert the number of Linked Shares equal to the Conversion Number into Deferred Shares on the Conversion Date (taking effect immediately prior to the relevant Sale so that the Conversion Number of Linked Shares are converted into Deferred Shares immediately prior to the Sale). This provision is without prejudice to clause 9.1.2.4 of the Agreement.

2.6 Notwithstanding any other provision of this Agreement, in the event that (i) Linked Shares which have not been Released are transferred by the Subscriber pursuant to Article 13 and/or paragraph 2.1 of this Schedule (“Transferred Shares”) and (ii) the Option is exercised on or after the Relevant Cessation Date and such exercise would have been settled by some or all of the Transferred Shares being Released had they still been held by the Subscriber (such shares being the “Relevant Transferred Shares”), then (i) the Company may reduce the number of Shares or New Shares issuable upon exercise of the Option after the Relevant Cessation Date by such number as is equal in value, based on the Market Value on the date of exercise, to the amount paid to the Subscriber upon the transfer of his Relevant Transferred Shares pursuant to Article 13 and/or paragraph 2.1 of this Schedule, or (ii) the Subscriber shall, upon notice from the Company, agree and direct that such amount shall be deducted from the proceeds of any sale of such Shares or New Shares and paid directly to the Company, or (iii) the Subscriber shall agree to pay such amount to the Company directly or, if the Company so agrees, by way of deduction from salary or other remuneration payable to him.

2.7 Notwithstanding any provision of Article 13, in the event that the Subscriber is deemed to give a Compulsory Sale Notice which relates (in whole or part) to Linked Shares which are neither Released nor Unreleased Shares, the Subscriber agrees that the price for such Linked Shares determined in accordance with Article 13.5 shall be the price determined in accordance with Article 13.5.1 and the Subscriber hereby waives any and all entitlement to the price determined in accordance with Article 13.5.2 for the relevant Linked Shares, even in circumstances in which the Subscriber is a Good Leaver within the meaning of the Articles.

3 SHARE TRANSFER

The Subscriber shall not, otherwise than pursuant to a Sale, an Exchange or the operation of Articles 13 or 15 of the Articles, without the prior written consent of the Board (subject to the approval of the Investor Director) (such consent to be made subject to such conditions as the Board may require), or paragraph 2 of this Agreement, transfer the Linked Shares or enter into any arrangement which may place any Encumbrance on the Linked Shares. In the event that the Subscriber wishes to transfer any Linked Shares to a Permitted Transferee (as such term is defined in the Articles) pursuant to any of Articles 11.3.1 to 11.3.3 of the Articles, the Subscriber shall serve notice on the Board identifying the number of Linked Shares to be transferred and the identity of the relevant Permitted Transferee and the

Board will consent to the relevant transfer for the purposes of this paragraph 3 provided that the Subscriber and the Permitted Transferee first enter into an agreement with the Company in such form and containing such provisions as the Board may require (in particular, to ensure that the commercial intentions of the arrangements set out in this Agreement are maintained despite the Linked Shares having been transferred to the Permitted Transferee and accordingly restricting the ability of the Permitted Transferee to transfer the Linked Shares and requiring the compulsory transfer, conversion or forfeiture of the Linked Shares in relevant circumstances). Where the Linked Shares are listed on a stock exchange, this paragraph 3 shall not apply in respect of such number of the Linked Shares as have been Released.

4 MARKET STANDOFF

4.1 The Subscriber agrees that in the event of a Listing, with respect to the Linked Shares and any Shares acquired by the Subscriber pursuant to the exercise of the Option, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing), the Subscriber will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) calendar days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of Shares permitted under paragraph 4.2 so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this paragraph 4.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this clause and to impose stop transfer instructions with respect to the Shares until the end of such period. The Subscriber further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

4.2 The following transfers will be exempt from paragraph 4.1: (i) the transfer of any or all of the Shares during the Subscriber’s lifetime by gift or on the Subscriber’s death by will or intestacy to any member(s) of the Subscriber’s “Immediate Family” (as defined below) or (ii) to a trust for the benefit of the Subscriber and/or member(s) of the Subscriber’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of paragraph 4.1 will continue to apply to the transferred Shares in the hands of such transferee or other recipient. The term “Immediate Family” means the Subscriber’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of the Subscriber or the Subscriber’s spouse, or the spouse of any of the above or Spousal Equivalent. A person is deemed to be a “Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the transferee and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither is married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last twelve (12) months and intend to do so indefinitely.

Schedule 3

Company Conversion Information Notice

To: [Subscriber]

[Address]

Date:

This notice is served pursuant to paragraph 2 of schedule 2 of the individual option and subscription agreement entered into between you and Midasplayer International Holding Company p.l.c. (“Company”) on [    ] (“Subscription Agreement”).

Pursuant to paragraph 2.4 of schedule 2 of the Subscription Agreement, you are required to serve a notice on the Company in the form attached, requesting that the Conversion Number (as specified below) of your Linked Shares (as defined in the Subscription Agreement) convert into Deferred Shares on the Conversion Date (as specified below) in connection with a Sale:

Conversion Number:

Conversion Date:

On behalf of Midasplayer International Holding Company p.l.c.

Conversion Notice

To:	Midasplayer International Holding Company p.l.c.
	[Address]
Date:	[                    ]

Dear Sirs,

Conversion Notice

This notice is served pursuant to Article 7.7 of the articles of association (“Articles”) of Midasplayer International Holding Company p.l.c. In accordance with the Articles, notice is hereby given that the number of D3 Ordinary Shares specified below shall convert into Deferred Shares on the Conversion Date specified below. It is acknowledged that this conversion is intended to take effect immediately prior to the relevant Sale.

Conversion Number of D3 Ordinary Shares:                

Conversion Date:                    

Signed

By [Subscriber] [acting by [insert name of agent / attorney] being such person’s duly appointed [agent / or attorney]]

[[and in the case of a notice exercised by an attorney]

Witnessed by: [Witness signature]

Witness name: [Insert name of witness]

Witness address:        [Insert address]]

Schedule 4

1 CALCULATION TO BE PERFORMED ON EXERCISE

1.1 Where the Subscriber has acquired Linked Shares, if the Option has been properly exercised but not all of the Linked Shares have been Released then this paragraph 1.1 shall apply to determine (a) the number of Linked Shares that are Released; and (b) the actual number of Option Shares in respect of which the Option shall be treated as exercised at that time and which are therefore to be issued or transferred to the Subscriber; and (c) the number of Option Shares that the Option shall be treated as lapsing in respect of:

1.1.1 For the purposes of this paragraph 1.1:

1.1.1.1 “Remaining Linked Shares Value” means the value of the Remaining Linked Shares calculated as follows:

Remaining Linked Shares Value = Remaining Linked Shares × LMV

1.1.1.2 “LMV” shall mean the Market Value of a Linked Share on the relevant Date of Exercise (as determined by the Board);

1.1.1.3 “OMV” shall mean the Market Value of an Option Share on the relevant Date of Exercise (as determined by the Board);

1.1.1.4 “Option Gain” means the ‘in the money value’ of the Shares which are purported to be the subject of the exercise, such value being calculated as follows:

Option Gain = X × (OMV – Exercise Price)

1.1.1.5 “Remaining Linked Shares” means such number of the Linked Shares that have not yet been Released at the relevant time and are still held by the Subscriber; and

1.1.1.6 “X” means the number of Shares in respect of which the Option is purported to be exercised, being the number of Shares which is specified in the relevant exercise notice.

1.1.2 If the Remaining Linked Shares Value is equal to or less than the Option Gain then:

1.1.2.1 all of the Remaining Linked Shares shall be Released;

1.1.2.2 the Option shall be treated as having been exercised in respect of a number of Option Shares (“Y”) where:

Y =	(Option Gain – Remaining Linked Shares  Value)
	(OMV – Exercise Price)

and Y shall be rounded down to the nearest whole number; and

1.1.2.3 the Option shall lapse in respect of a number of Option Shares calculated as X – Y.

1.1.3 If the Remaining Linked Shares Value is greater than the Option Gain then:

1.1.3.1 a number of the Remaining Linked Shares (“Z”) shall be Released, where:

Z =	Option Gain
	LMV

and Z shall be rounded down to the nearest whole number;

1.1.3.2 the Option shall be treated as having been exercised in respect of none of the Option Shares; and

1.1.3.3 the Option shall lapse in respect of such number of Option Shares as is equal to X.

1.2 It is acknowledged that the Subscriber may acquire Linked Shares each of which does not have the same Market Value. If that is the case the Board shall adjust the calculations in paragraph 1.1 in such manner as it considers appropriate in order to take account of such differing Market Values and shall identify which of the Linked Shares are treated as Released under paragraph 1.1 (the Linked Shares having greater Market Values being Released in priority to other Linked Shares). References in this agreement to the “number of Linked Shares that have not been Released” (or similar phrases) shall be construed to relate to such of the Linked Shares as have not been Released taking account of the Board’s determination under this paragraph 1.2.

1.3 Any calculation (including the determination of the Option Gain and the Remaining Linked Shares Value) to be carried out under paragraph 1.1 shall be performed by the Board (whose determination shall be final and binding). The Board shall notify the Subscriber of the number of the Remaining Linked Shares which shall be treated as Released, the number of Option Shares in respect of which the Option shall be treated as exercised and the number of Option Shares in respect of which the Option shall be treated as lapsing. Examples of the intended operation of paragraph 1.1 are contained at Appendix 1 for illustration purposes.

Appendix1: Examples of operation of clause 3.3 and schedule 4

Example 1

For the purposes of this example, it is assumed that the Option is granted over 1,000 D1 ordinary shares (as the Option Shares) at an Exercise Price of $17 and that 1,000 D3 ordinary shares have been acquired (as Linked Shares). Assume that the shares in the Company are converted into a single class of A ordinary shares (under the Articles, as a result of a Listing). As a result of the conversion, the Option is treated as subsisting over 1,000 A ordinary shares. The value of the Company at the time of the Listing was such that the Subscriber’s 1,000 D3 ordinary shares have converted into 400 A ordinary shares in accordance with the conversion mechanism set out in the Company’s Articles of Association. (The remaining 600 D3 Ordinary Shares will convert into Deferred Shares and will be taken back by the Company for a nominal or no payment to the Subscriber). The Subscriber chooses to exercise the Option in two tranches as follows:

1. When half of the option has vested, the Option is purported to be exercised in respect of all 500 vested A ordinary shares at a time when the market value of an A ordinary share is $50.

Option Gain = 500 shares x ($50-17) = $16,500

Remaining Linked Share Value = 400 shares x $50 = $20,000. This exceeds the value of the Option Gain therefore paragraph 1.1.3 of schedule 4 applies.

2. Applying paragraph 1.1.3:

(a) the number of Remaining Linked Shares to be Released is calculated:

$16,500 / $50 = 330 A ordinary shares

(b) the Option is treated as not having been exercised over any shares (and so no Exercise Price is payable); and

(c) the Option is treated as having lapsed in respect of 500 A ordinary shares.

3. The Option therefore now subsists over only 500 A ordinary shares. 330 of the Linked Shares have been Released and so there are 70 Remaining Linked Shares.

4. When the remaining half of the Option has fully vested, the Subscriber purports to exercise the balance of the Option in full. At this time the value of an A ordinary share is $60.

Option Gain = 500 shares x ($60-17) = $21,500

Remaining Linked Share Value = 70 shares x $60 = $4,200. This is less than the Option Gain therefore paragraph 1.1.2 of schedule 4 applies

5. Applying paragraph 1.1.2:

(a) all of the Remaining Linked Shares are Released (i.e. 70 A ordinary shares already held by the Subscriber);

(b) the number of Option Shares that the Option is treated as having been exercised over is calculated:

($21,500 – $4,200) / ($60 – $17) = 402 shares

Since the Option is treated as exercised over 402 shares, an aggregate Exercise Price of $6,834 is payable by the Subscriber¹; and

(c) the Option is treated as having lapsed in respect of 98 A ordinary shares.

6. Accordingly, the Option has now lapsed in full and all Linked Shares have been Released.

Example 2

Facts as with Example 1, save that the value of an A ordinary share is $30 at step 4 rather than $60:

4. When the remaining half of the Option has fully vested, the Subscriber purports to exercise the balance of the Option in full. At this time the value of an A ordinary share is $30.

Option Gain = 500 shares x ($30-17) = $6,500

Remaining Linked Share Value = 70 shares x $30 = $2,100. This is less than the Option Gain therefore paragraph 1.1.2 of schedule 4 applies.

5. Applying paragraph 1.1.2:

(a) all of the Remaining Linked Shares are Released (i.e. 70 A ordinary shares already held by the Subscriber);

(b) the number of Option Shares that the Option is treated as having been exercised over is calculated:

($6,500 – $2,100) / ($30 – $17) = 338 shares

Since the Option is treated as exercised over 338 shares, an aggregate Exercise Price of $5,746 is payable by the Subscriber²; and

(c) the Option is treated as having lapsed in respect of 162 A ordinary shares.

6. Accordingly, the Option has now lapsed in full and all Linked Shares have been Released.

¹  As an alternative to delivering 402 A ordinary shares to the Subscriber at a price of $17 per share, the Company may agree to a net-settlement mechanism whereby instead the Subscriber receives a number of shares which has a value equal to the net gain. In this example, the aggregate Exercise Price would have been $6,834, which equates to 114 shares and so only 288 shares (i.e. 402 less 114) are actually delivered to the Subscriber. Depending upon company law requirements, a nominal payment may also need to be made by the Subscriber.

²  As an alternative to delivering 338 A ordinary shares to the Subscriber at a price of $17 per share, the Company may agree to a net-settlement mechanism whereby instead the Subscriber receives a number of shares which has a value equal to the net gain. In this example, the aggregate Exercise Price would have been $5,746, which equates to 191 shares and so only 147 shares (i.e. 338 less 191) are actually delivered to the Subscriber. Depending upon company law requirements, a nominal payment may also need to be made by the Subscriber.

Example 3

For the purposes of this example, it is assumed that the Option is granted (to an employee) over 1,000 D1 ordinary shares (as the Option Shares) at an Exercise Price of $17 and that 1,000 D3 ordinary shares have been acquired (as Linked Shares). Assume that the shares in the Company are converted into a single class of A ordinary shares (under the Articles, as a result of a Listing). As a result of the conversion, the Option is treated as subsisting over 1,000 A ordinary shares. The value of the Company at the time of the Listing was such that the Subscriber’s 1,000 D3 ordinary shares have converted into 400 A ordinary shares.

Before any part of the Option has vested, the Subscriber leaves employment (by resignation, other than for a “Good Reason”). Since the Option has not vested:

1. The Option can never be exercised and lapses.

2. As none of the Linked Shares have been Released, the Subscriber will be required to transfer the Linked Shares to an Employee Benefit Trust in consideration for a payment per Linked Share equal to the lesser of (i) the subscription price paid for the Linked Shares and (ii) the market price of the Linked Shares at the time of transfer less 25%.

Example 4

For the purposes of this example, it is assumed that the Option is granted over 1,000 D1 ordinary shares (as the Option Shares) at an Exercise Price of $17 and that 1,000 D3 ordinary shares have been acquired (as Linked Shares). No Listing has occurred. The Subscriber chooses to exercise the Option in two tranches as follows:

1. When half of the option has vested, the Option is purported to be exercised in respect of all 500 vested D1 ordinary shares at a time when the market value of a D1 ordinary share is $50. The market value of a Linked Share at that time is $20.

Option Gain = 500 shares x ($50-17) = $16,500

Remaining Linked Share Value = 1,000 shares x $20 = $20,000. This exceeds the value of the Option Gain therefore paragraph 1.1.3 of schedule 4 applies

2. Applying paragraph 1.1.3:

(a) the number of Remaining Linked Shares to be Released is calculated:

$16,500 / $20 = 825 D3 ordinary shares

(b) the Option is treated as not having been exercised over any shares (and so no Exercise Price is payable); and

(c) the Option is treated as having lapsed in respect of 500 D1 ordinary shares.

3. The Option therefore now subsists over only 500 D1 ordinary shares. 825 of the Linked Shares have been Released and so there are 175 Remaining Linked Shares.

4. When the remaining half of the Option has fully vested, the Subscriber purports to exercise the balance of the Option in full. At this time the value of a D1 ordinary share is $60. The market value of a Linked Share at that time is $30.

Option Gain = 500 shares x ($60-17) = $21,500

Remaining Linked Share Value = 175 shares x $30 = $5,250. This is less than the Option Gain therefore paragraph 1.1.2 of schedule 4 applies.

5. Applying paragraph 1.1.2:

(a) all of the Remaining Linked Shares are Released (i.e. 175 D3 ordinary shares already held by the Subscriber);

(b) the number of Option Shares that the Option is treated as having been exercised over is calculated:

($21,500 – $5,250) / ($60 – $17) = 377 shares

Since the Option is treated as exercised over 377 shares, an aggregate Exercise Price of $6,409 is payable by the Subscriber³; and

(c) the Option is treated as having lapsed in respect of 123 D1 ordinary shares.

6. Accordingly, the Option has now lapsed in full and all Linked Shares have been Released.

³  As an alternative to delivering 377 D1 ordinary shares to the Subscriber at a price of $17 per share, the Company may agree to a net-settlement mechanism whereby instead the Subscriber receives a number of shares which has a value equal to the net gain. In this example, the aggregate Exercise Price would have been $6,409, which equates to 107 shares and so only 270 shares (i.e. 377 less 107) are actually delivered to the Subscriber. Depending upon company law requirements, a nominal payment may also need to be made by the Subscriber.

Appendix 2: Section 431 election

Joint Election under s431 ITEPA 2003 for full or partial disapplication of Chapter 2 Income Tax (Earnings and Pensions) Act 2003

One Part Election

1. Between

the Employee

whose National Insurance Number is

and

the Company (who is the Employee’s employer)

of Company Registration Number

2. Purpose of Election

This joint election is made pursuant to section 431(1) or 431(2) Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and applies where employment-related securities, which are restricted securities by reason of section 423 ITEPA, are acquired.

The effect of an election under section 431(1) is that, for the relevant Income Tax and NIC purposes, the employment-related securities and their market value will be treated as if they were not restricted securities and that sections 425 to 430 ITEPA do not apply. An election under section 431(2) will ignore one or more of the restrictions in computing the charge on acquisition. Additional Income Tax will be payable (with PAYE and NIC where the securities are Readily Convertible Assets).

Should the value of the securities fall following the acquisition, it is possible that Income Tax/NIC that would have arisen because of any future chargeable event (in the absence of an election) would have been less than the Income Tax/NIC due by reason of this election. Should this be the case, there is no Income Tax/NIC relief available under Part 7 of ITEPA 2003; nor is it available if the securities acquired are subsequently transferred, forfeited or revert to the original owner.

3. Application

This joint election is made not later than 14 days after the date of acquisition of the securities by the Employee and applies to:

Number of securities
Description of securities
Name of issuer of securities	Midasplayer International Holding Company p.l.c.
acquired by the Employee on

4. Extent of Application

This election disapplies all restrictions attaching to the securities.

5. Declaration

This election will become irrevocable upon the later of its signing or the acquisition of employment-related securities to which this election applies.

In signing this joint election, we agree to be bound by its terms as stated above.

	/      /
Signature (Employee)	Date
	/      /
Signature (for and on behalf of the Company)	Date
Position in Company

Appendix 3: Articles of Association of the Company

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

AND

[—]

INDIVIDUAL OPTION AND

SUBSCRIPTION AGREEMENT

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

When considering what action you should take, you are recommended to seek your own independent financial advice from your own stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

This Agreement and all other documentation received from the Company are not, and should not be taken as, a recommendation to purchase shares.

This Agreement and the accompanying documents from the Company are submitted on a confidential basis and the offer contained in them is personal to the recipient and may not be transferred or assigned by the recipient.

CONTENTS

1	DEFINITIONS	2
2	GRANT OF OPTION	9
3	MANNER OF EXERCISE OF OPTIONS	11
4	TAXATION MATTERS	13
5	TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS	14
6	VARIATION OF SHARE CAPITAL	16
7	EXCHANGE OF OPTION FOR NEW OPTION	17
8	ADDITIONAL PROVISIONS	18
9	POWER OF ATTORNEY	18
10	VARIATION AND RELATED MATTERS	21
11	MISCELLANEOUS	23

AGREEMENT DATED [—]

BETWEEN:

(1) MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C., company number C40465, a public limited company whose registered office is at Aragon House Business Centre, Dragonara Road, St Julian’s, STJ 3140, Malta (the “Company”) and;

(2) [—] of [—] (the “Subscriber”).

RECITALS

(A) The Subscriber is a key employee and/or director within the Group at the date of this Agreement.

(B) The Company wishes to grant to the Subscriber an option to acquire up to [—] D1 ordinary shares of €[—] each in the capital of the Company upon and subject to the terms of this Agreement.

(C) The Subscriber may also acquire Linked Shares.

(D) The Subscriber agrees to hold any Linked Shares subject to the terms of the Articles and this Agreement. Pursuant to the provisions of this Agreement and the Articles, the Linked Shares, or any shares for which they are exchanged or into which they are converted in connection with a listing of the Company’s shares on a securities exchange or otherwise, (or a proportion thereof) may, in certain circumstances and at certain times, become subject to compulsory transfer under this Agreement and/or the Articles or be converted into Deferred Shares.

1 DEFINITIONS

1.1 In this Agreement the following words and expressions shall have the following meanings and, unless the context requires otherwise (or the term is otherwise defined herein), the terms defined in the Articles shall have the same meanings in this Agreement:-

“Acquiring Company”

means a company which acquires shares in the capital of the Company pursuant to a Sale;

“Articles”

means the articles of association of the Company in effect from time to time;

2

“Asset Sale”

means the disposal by any one or more members of the Group of assets (whether together with associated liabilities or otherwise and as part of an undertaking or otherwise) which represent 50% or more (by book value) of the consolidated gross assets of the Group at that time but excluding any such disposal to another member of the Group;

“Auditors”

means the auditors for the time being of the Company (acting as experts and not as arbitrators);

“Board”

means the board of directors of the Company or a duly constituted committee thereof;

“Change of Control Period”

means a period that commences on the date that falls three months prior to the date of exchange of contracts in relation to an applicable Sale and terminates on the date that falls 18 months immediately after the completion of an applicable Sale;

“Change of Control Termination”

means the termination of the employment of the Subscriber during a Change of Control Period where:

(a) the Company or other relevant member of the Group serves notice to terminate the employment of the Subscriber, save where it summarily terminates the Subscriber’s employment without notice or payment in lieu of notice under the Service Agreement; or

(b) the Subscriber terminates his employment with the Company or any relevant member of the Group with or without notice for Good Reason (other than in circumstances where the Company or other relevant member of the Group has reasonable grounds for summary dismissal without notice or payment in lieu of notice under the Service Agreement) provided that the Subscriber must, before he terminates his employment for Good Reason, and if (on a reasonable view) the circumstances that constitutes Good Reason are remediable, have first given the Company or relevant member of the Group a written notice stating clearly the event or circumstance that constitutes Good Reason in his belief, acting in good faith, and given the Company or relevant member of the Group a period of not less than 15 working days to cure the event or circumstance allegedly constituting Good Reason and no Good Reason shall exist if on a reasonable view the event or circumstance is cured by the Company or relevant member of the Group;

3

“Code”

means the United States Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder;

“Company Conversion Information Notice”

the meaning given in paragraph 2.4 of schedule 2;

“Company Transfer Date”

the meaning given in paragraph 2.2 of schedule 2;

“Company Transfer Notice”

the meaning given in paragraph 2.2 of schedule 2;

“Conversion Date”

the date to be specified by the Subscriber in the relevant Conversion Notice for the Linked Shares (or a proportion thereof) to convert into Deferred Shares, being the date determined in accordance with paragraph 2.4.2 of schedule 2;

“Conversion Number”

means the number of Linked Shares which are to be the subject of the relevant Conversion Notice, as calculated in accordance with paragraph 2.4.1 of schedule 2;

“Date of Exercise”

means the date on which the Company receives both the written notice and any payment (if required) referred to in clause 3.1;

“Dealing Code”

means any code or regulations adopted by any relevant listing authority or stock exchange which restrict dealings in securities issued by the Company and/or such other rules and regulations adopted by the Company, which govern dealing in Shares, interests in Shares, options or rights over Shares or interests in Shares;

“Drag Along Notice”

means a Drag Along Notice as defined in the Articles;

“EBT Transfer Date”

the meaning given in paragraph 2.3 of schedule 2;

“EBT Transfer Notice”

the meaning given in paragraph 2.3 of schedule 2;

“Effective Date”

[—]

4

“Eligible Person”

means an individual who is an employee or director of a member of the Group;

“Employee Benefit Trust”

means an employee benefit trust established by the Company in connection with its employee share incentive arrangements;

“Encumbrance”

means a mortgage, charge, pledge, lien, option, restriction, equity, right to acquire, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind or any other type of preferential arrangement (including, without limitation, a title transfer and retention arrangement) having similar effect;

“Exercise Price”

means the sum of USD $[—] per Option Share, adjusted if appropriate pursuant to clause 6;

“Fair Price”

the meaning assigned in the Articles;

“Good Leaver”

means the Subscriber ceasing to be an employee and/or director of any member of the Group:

(a) as a result of his death, permanent incapacity due to ill health or retirement in accordance with his contract of employment; or

(b) due to dismissal of the Subscriber by the Company or any member of the Group without notice or payment in lieu in circumstances where the Company or other member of the Group is not entitled to summarily dismiss; or

(c) in circumstances where the Board determines (subject to the Investor Director voting in favour of such determination) in its absolute discretion the Subscriber to be a Good Leaver; or

(d) in circumstances where either (i) the Company or other relevant member of the Group serves notice to terminate the employment of the Subscriber; or (ii) the Subscriber serves notice to terminate his employment with the Company or relevant member of the Group for a Good Reason; in each case in circumstances other than where the Company or relevant member of the Group summarily terminates the Subscriber’s employment without notice or payment in lieu of notice under the Service Agreement; or

(e) in circumstances where the termination of the Subscriber’s employment by the Company or any member of the Group constitutes a Change of Control Termination;

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“Good Reason”

means grounds that entitle the Subscriber to treat himself as being constructively dismissed (within the meaning of section 95(1)(c) of the Employment Rights Act 1996) as may be determined by a court of competent jurisdiction. Examples of such grounds may include, but are not limited to, circumstances where the Subscriber is required to permanently relocate outside of Greater London, where the Subscriber’s pay is unilaterally reduced, where the member of the Group that is the Subscriber’s employer is in material breach of the Service Agreement, where the scope of the Subscriber’s role is materially reduced, where the level or status attached to the Subscriber’s role is reduced or where on a Sale the acquiring entity did not give the Subscriber options, compensation or equity of at least the same value as the value of any shares under option (net of exercise price) held by the Subscriber which are no longer capable of vesting or being exercised after such Sale;

“Grant Date”

[—];

“Group”

has the meaning given in the Articles and “member of the Group” shall be construed accordingly;

“HMRC”

means HM Revenue & Customs (or any other taxation or other authority in any other jurisdiction, as applicable);

“Investor Director”

has the meaning given in the Articles;

“ITEPA”

means the Income Tax (Earnings and Pensions) Act 2003;

“Linked Shares”

means shares acquired by the Subscriber which, in the relevant Letter of Allotment, are expressed as being “Linked Shares” for the purposes of this Agreement (or any other shares into which the same are converted);

“Liquidation”

whether voluntary or compulsory, means the passing of a resolution for the winding-up of the Company;

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“Listing”

means :

(a) the admission of all or any of the shares in the capital of the Company to trading on a market for listed securities designated by the Financial Markets Act (Cap. 345 of the laws of Malta) as a Recognized Investment Exchange (as defined in the Articles), together with the admission of such shares to the relevant Official List (as defined in the Articles); or

(b) if the Investors (as defined in the Articles) in their absolute discretion so determine, the admission of such shares to, or to trading on, any other market wherever situated together, if necessary, with the admission of such shares to listing on any official or otherwise prescribed list maintained by a competent or otherwise prescribed listing authority;

“Market Value”

means on any day the market value of a share of the relevant class determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 or, if shares of the relevant class are quoted on the official list of a Recognized Investment Exchange, the average of the middle market quotations of such a share as derived from the relevant Official List for the three immediately preceding dealing days or, if the Option is being exercised in the context of a Sale, the market value shall be determined by reference to the price to be paid for a share of the relevant class by the Acquiring Company;

“Option”

means the right to acquire Option Shares granted under this Agreement;

“Option Shares”

means the [—] Shares which are the subject of the Option;

“Released”

means “Released” pursuant to paragraph 1.1 of schedule 4 (the effect of which being, amongst other things, that certain restrictions on transfer referred to in paragraph 3 of schedule 2 may cease to apply to the Linked Shares that are Released);

“Relevant Transferred Shares”

the meaning given in paragraph 2.6 of schedule 2;

“Sale”

has the meaning given to it in the Articles save that unless the Board (and the Investor Director) determine otherwise, it shall not constitute a Sale where the person (or Connected Persons or group of persons Acting in Concert (as defined in the Articles)) acquiring or obtaining shares in the circumstances giving rise to the “Sale” are (in the reasonable opinion of the Board) Apax entities;

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“Service Agreement”

the Subscriber’s service agreement with [—], dated [—], as amended or replaced from time to time;

“Share”

means a D1 ordinary share of €[—] in the capital of the Company (or such other nominal value as may be determined by the Company in general meeting from time to time);

“Tax Liability”

means any income tax, withholding tax and employee national insurance contributions (or their equivalent outside of the United Kingdom) in respect of which any Group Member has to make a payment to HMRC and which arise by reference to:

(a) the issue of any Linked Shares;

(b) the transfer of any Linked Shares or any of the Linked Shares being treated as Released;

(c) the redemption or conversion of any Linked Shares;

(d) any other event giving rise to a charge under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) occurring in connection with the acquisition, holding or disposal of the Linked Shares by the Subscriber during the ownership of any Linked Shares by the Subscriber;

(e) the Subscriber exercising the Option or acquiring Option Shares pursuant to such exercise; and/or

(f) any gain realised or deemed to have been realised by the Subscriber in respect of the Option or the Option Shares;

provided that employer’s national insurance contributions (or foreign equivalents) shall not constitute Tax Liabilities and such amounts shall be payable by the Company or other member of the Group;

“Transferred Shares”

the meaning given in paragraph 2.6 of schedule 2;

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“Unreleased Shares”

means Linked Shares that have not been and are no longer capable of being Released.

1.2 So far as not inconsistent with the context:-

1.2.1 Any reference herein to any enactment shall be construed as a reference to that enactment as for the time being amended or re-enacted.

1.2.2 All references to the masculine gender shall be deemed also to be references to the feminine gender and all references to the singular include the plural and vice versa.

1.2.3 All references to clauses or sub-clauses are unless the context otherwise requires to clauses or sub-clauses of this Agreement.

1.2.4 The headings to clauses of this Agreement are for convenience only and have no legal effect.

1.3 In this Agreement, the Subscriber shall be deemed to cease to be an employee and/or director of a member of the Group on the Relevant Cessation Date. For these purposes, the “Relevant Cessation Date” shall be the date on which the Subscriber ceases to be an employee, consultant or director of or to any member of the Group for any reason (including death or bankruptcy) without remaining or immediately becoming an employee, consultant or director of or to any other member of the Group or the date of occurrence of a repudiatory breach by the Subscriber of the Service Agreement (or his contract of engagement) that is accepted by his employer (or the company of which he is a director or to which he is a consultant), resulting in the termination of the Subscriber’s employment, directorship or consultancy (whichever is the earlier).

1.4 The recitals to this Agreement have no legal effect and shall not affect the construction or interpretation of this Agreement (save that terms defined therein shall have the same meanings for the purpose of this Agreement).

2 GRANT OF OPTION

2.1 The Company hereby grants to the Subscriber the right, upon the terms and subject to the conditions of this Agreement exercisable to the extent that the Option has vested in accordance with, and on the dates specified in, schedule 1, to purchase the Option Shares for the Exercise Price. For the avoidance of doubt, this clause 2.1 is subject to the provisions of clause 3 and schedule 4.

2.2 The Option is granted on the Grant Date.

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2.3 The Option may be exercised in whole or in part but (from and following a Listing) the Option may not be exercised at any time when such exercise is prohibited by any Dealing Code.

2.4 The Option is personal to the Subscriber. It may not be transferred, assigned or charged or otherwise alienated and any purported transfer, assignment, charge or other alienation shall cause the Option to lapse forthwith.

2.5 The Option shall lapse automatically (in so far as it has not been exercised) on the earliest of:-

2.5.1 the tenth anniversary of the Grant Date;

2.5.2 the date on which it lapses under clause 2.4;

2.5.3 unless the Company otherwise decides (it being able to impose such conditions as it sees fit in the event that it exercises its discretion in this regard), 40 calendar days after the Option has become exercisable in accordance with clause 5 (but excluding clause 5.2) save that where the Subscriber is employed by a member of the Group on the date of a Sale and such Sale would otherwise cause the Option to lapse under this clause 2.5.3 the Option shall lapse only in respect of such of the Option Shares as have vested as at the relevant lapse date, the balance of the Option lapsing under this clause 2.5.3 18 calendar months after the date of the Sale;

2.5.4 the Subscriber being adjudicated bankrupt by a court of law;

2.5.5 forthwith upon the Subscriber ceasing to be an Eligible Person other than in circumstances where the Subscriber is a Good Leaver;

2.5.6 the date falling 90 calendar days after the Subscriber ceases to be an Eligible Person in circumstances where the Subscriber is a Good Leaver (or such longer period as the Board, having obtained the consent of the Investor Director, may determine in its absolute discretion);

2.5.7 the date on which the Option has lapsed in its entirety under clause 3 and/or schedule 4;

2.5.8 unless the Board determines otherwise, on completion of any Exchange if the Subscriber has not entered into an agreement for the grant of a New Option in accordance with clause 7.

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3 MANNER OF EXERCISE OF OPTIONS

3.1 To the extent that the Option has become exercisable pursuant to this Agreement, the Option may be exercised (in whole or in part) by the Subscriber, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which the Subscriber wishes to exercise the Option accompanied by:

3.1.1 the payment of the total Exercise Price due in respect of the number of Shares specified in the exercise notice, save to the extent that the Subscriber has made other arrangements for the payment of the total Exercise Price (such as, after Listing, the Subscriber selling sufficient number of the Shares as generates proceeds to pay the Exercise Price and using those proceeds to satisfy the same) which are satisfactory to the Company or the Company permits the cashless exercise of the Option pursuant to clause 3.6; and

3.1.2 if required by the Company, the amount due under clause 4.1 in respect of any Tax Liability.

The Subscriber acknowledges that, despite the number of Shares specified in the written notice, the Option may actually be exercised over a lower number of Shares by virtue of the operation of clause 3.3 and schedule 4 below.

3.2 Where the Option has been properly exercised, the Shares in respect of which the Option has been exercised (after taking account of the provisions of schedule 4) shall be issued and allotted or transferred pursuant to a notice of exercise within 30 calendar days of the Date of Exercise. Where any Dealing Code prohibits the issue or transfer of the relevant Shares during such 30 day period, such 30 day period shall be extended by the number of days (plus three further days) during which the prohibition applies.

3.3 Where the Subscriber has acquired Linked Shares, if the Option (or any part thereof) is properly exercised but not all of the Linked Shares have been Released, schedule 4 shall apply to determine:

3.3.1 the number of Linked Shares (if any) that shall be Released;

3.3.2 the actual number of Option Shares in respect of which the Option shall be treated as exercised at that time and which are therefore to be issued and allotted or transferred to the Subscriber; and

3.3.3 the extent to which the Option shall be deemed to have lapsed in respect of a specified number of Option Shares.

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3.4 Any calculation (including but not limited to the determination of the Option Gain and the Remaining Linked Shares Value) to be carried out under clause 3.3 and schedule 4 shall be performed by the Board (whose determination shall be final and binding). The Board shall notify the Subscriber of the number of the Remaining Linked Shares which shall be treated as Released, the number of Option Shares in respect of which the Option shall be treated as exercised and the number of Option Shares in respect of which the Option shall be treated as lapsing. Examples of the intended operation of clause 3.3 and schedule 4 are contained at Appendix 1 for illustration purposes.

3.5 If and to the extent that the Subscriber:

3.5.1 serves a valid exercise notice specifying a number of Option Shares to which the exercise relates; and

3.5.2 makes a payment of an Exercise Price calculated by reference to such number; but

3.5.3 the Option is treated as having been exercised in respect of a reduced number of Option Shares (pursuant to clause 3.3 and schedule 4),

then the Company shall arrange for the return or repayment to the Subscriber of the relevant part of the Exercise Price.

3.6 Notwithstanding any other provision of this Agreement, if a Subscriber serves a valid exercise notice and, as a result, the Company is obliged to issue or transfer a number of Shares to the Subscriber in exchange for the payment of a corresponding Exercise Price then the Company shall, at its sole discretion, be entitled to satisfy that obligation by issuing, transferring or procuring the transfer to the Subscriber (at no cost to the Subscriber or at a cost which reflects only the nominal value of the relevant Shares) such reduced number of Shares as will (in the opinion of the Board) deliver equivalent value to the Subscriber.

3.7 The Subscriber hereby agrees that if the Option is exercised prior to a Listing the Subscriber shall, as a condition of such exercise, enter into a subscription agreement in respect of the Option Shares and deed of adherence to a shareholders agreement in the form approved by the Board.

3.8 In the event that:

3.8.1 the Board becomes aware that either (i) a General Offer has been (or is to be) made to the shareholders of the Company for the purposes of Article 14.1.1.1 or (ii) an Approved Offer (as defined in the Articles) has been (or is to be)

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made to the shareholders of the Company), and the Subscriber will not otherwise receive notice of that General Offer or Approved Offer (as the case may be); and

3.8.2 any of the Option Shares have vested under Schedule 1,

the Board shall (where it considers it reasonable to do so) give notice to the Subscriber that such a General Offer or Approved Offer has been (or is to be) made.

4 TAXATION MATTERS

4.1 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:-

4.1.1 the Company or other member of the Group is able to deduct or, where possible, withhold, an amount equal to the whole of the Tax Liability from the Subscriber’s net pay for the next pay period; or

4.1.2 the Subscriber has paid to the Company or other member of the Group an amount equal to the Tax Liability; or

4.1.3 the sum of the amount that the Subscriber has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Subscriber’s net pay for the next pay period is equal to or more than the Tax Liability; or

4.1.4 the Subscriber enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company.

4.2 The Subscriber agrees that if requested to do so by the Board he shall immediately upon exercise of the Option enter into an irrevocable joint election with his employing company (or the company of which he is a director) pursuant to section 431 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom, including section 83(b) of the Code) in a form specified by the Board that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) and sections 425 to 430 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) are not to apply to such Shares.

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4.3 The Subscriber hereby covenants to pay to the Company (or such other member of the Group as the Company directs) an amount equal to any Tax Liability. Without prejudice to the right of any person to enforce the covenants to pay in any other way:

4.3.1 the Subscriber hereby authorises (for all purposes, including Part II of the Employment Rights Act 1996 if and where applicable to the Subscriber) the person entitled to receive payment under this clause 4.3 (or the company which employs him, or of which he is a director, if different) to deduct (to the extent permitted by law) sufficient funds which, in the reasonable opinion of the person, would be equal to the amount due from the Subscriber from any payment made to or in respect of the Subscriber by the relevant company or the relevant person on or after the date of the event which gives rise to the Tax Liability; and

4.3.2 the Subscriber hereby agrees (to the extent permitted by law) to pay to the relevant person (or relevant company) an amount sufficient to satisfy all Tax Liability (in respect of which the Subscriber is liable under this clause 4.3) to the extent that such liabilities are not recovered from the Subscriber pursuant to clause 4.3.1 or otherwise to enter into such arrangements as the Company may consider appropriate to recover from the Subscriber the amount of any Tax Liability for which the Subscriber is so liable.

5 TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS

5.1 Sale or Asset Sale

5.1.1 In the event that a Sale or an Asset Sale takes place, the Option may be exercised within 40 calendar days of such Sale or Asset Sale (as applicable) occurring (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

5.1.2 In the event that the Board becomes aware that an offer has been made which, if completed, would lead to the Option becoming exercisable under clause 5.1.1 above, it may at its absolute discretion resolve that the Option becomes exercisable under clause 5.1.1 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1) within such period as is determined by the Board and notified to the Subscriber (prior to any Sale or Asset Sale as mentioned in clause 5.1.1) and, in the event that the Option is not exercised during this period, it shall lapse to the extent provided by clause 2.5.3 but as if the reference to “40 calendar days after the Option has become exercisable in accordance with clause 5 (but excluding clause 5.2)” in that clause reads “on the expiry of the period determined by the Board under clause 5.1.2”.

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5.2 Listing

5.2.1 An Option may be exercised on or following a Listing in accordance with clause 5.2.2 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

5.2.2 As soon as the Board has become aware that firm negotiations have been entered into or firm proposals have been made for the Listing, the Board may notify the Subscriber that such negotiations or proposals have been entered into or made. Within one week of such notification, the Subscriber may exercise the Option (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1). The Board may specify in the notification that the exercise of the Option under this clause 5.2.2 shall be conditional upon completion of the Listing (and for the purposes of this clause 5.2, “completion” in relation to a Listing shall be the admission or granting of permission referred to in the definition of “Listing”) and in such a case, in the event that the Listing does not proceed, the notice of exercise shall be deemed never to have been served.

5.3 Exchange of Options

5.3.1 In the event that a Sale takes place, the Subscriber may at any time within six months of the Sale by agreement with the Acquiring Company release his rights under the Option (in this clause referred to as “the old rights”) in consideration for the grant to him of rights (in this clause referred to as “the new rights”) which are equivalent to the old rights but relate to shares in a different company.

5.3.2 The new rights referred to in clause 5.3.1 above shall not be regarded for the purposes of this clause 5 as equivalent to the old rights unless:

5.3.2.1 the new rights are granted to the Subscriber by reason of his employment or office (as director) with the Acquiring Company or any of its 51% subsidiaries;

5.3.2.2 the total Market Value of the Shares which are the subject of the Option immediately before the release of the Subscriber’s old rights is substantially equivalent to the total Market Value of the shares (which are the subject of the new rights) immediately after the grant of the new rights to the Subscriber; and

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5.3.2.3 the total amount payable by the Subscriber for the acquisition of shares in pursuance of the new rights is substantially equivalent to the total amount that would be payable for the acquisition of Shares which are the subject of the Option in pursuance of the old rights.

5.3.3 Where any new rights are granted pursuant to this clause 5.3 this Agreement shall in relation to the new rights be construed as if references to the Company and to the Shares were references to the Acquiring Company or as the case may be to the company in whose shares the new rights relate and to the shares of the Acquiring Company or of the other company in whose shares the new rights relate.

5.4 Liquidation

If the Company passes an extraordinary resolution for dissolution and consequential voluntary winding up of the Company, the Option may be exercised until the commencement of such winding up (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1) at the expiry of which period it shall lapse.

6 VARIATION OF SHARE CAPITAL

6.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, or if any of the shares in the Company are to be converted to shares of another class pursuant to the provisions of the Articles (including, but not limited to, a conversion of ordinary “D1” shares into “A” ordinary shares and/or Deferred Shares immediately prior to a Listing), the limit on the number of Shares available under the Option, the number, class and nominal amount of Shares subject to the Option (the definition of “Shares” being adjusted accordingly) and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted in such manner as the Board considers reasonable PROVIDED THAT:-

6.1.1 the aggregate amount payable on the exercise of an Option in full is not increased (subject to clause 6.1.2); and

6.1.2 the Exercise Price for a Share is not reduced below its nominal value.

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7 EXCHANGE OF OPTION FOR NEW OPTION

7.1 If the Company is or is to be the subject of a transaction whereby all or substantially all of the issued share capital of the Company is or is to be exchanged for issued share capital in another company or body corporate, wherever incorporated, (the “New Company”) with the result that (in the reasonable opinion of the Board) the beneficial ownership of the issued share capital in the New Company is (or is to be) substantially the same as the beneficial ownership of the issued share capital in the Company immediately prior to such transaction (the “Exchange”), the Subscriber shall (if so requested by the Company) release his rights (including his right to acquire Shares) under this Agreement (the “Old Option”) in consideration for the grant to him of equivalent rights granted by the New Company (including a right to acquire shares in the New Company) (the “New Option”). The determination of such equivalence shall be made in the sole discretion of the Board whose decision shall be final and binding.

7.2 The New Option shall be on terms and conditions that are (in the opinion of the Board) equivalent to the terms and conditions of this Agreement save that where a provision in this Agreement refers to the Company the corresponding provision in the agreement governing the New Option (the “New Option Agreement”) shall (unless the Board considers the context requires otherwise) instead refer to the New Company, provided that:

7.2.1 the number (and class) of shares in the New Company subject to the New Option may be different to the number (and class) of Shares subject to the Old Option, provided that (in the opinion of the Board) there shall be no material enlargement or dilution of the Subscriber’s interest; and

7.2.2 the exercise price payable per share of the New Company under the New Option may be different to the Exercise Price per Share under the Old Option, provided that (i) the exercise price per share of the New Company under the New Option shall be at least the nominal value of such share and (ii) the aggregate exercise price for all of the shares of the New Company subject to the New Option immediately after the Exchange shall be substantially equivalent to the aggregate Exercise Price of all of the Shares subject to the Old Option immediately prior to the Exchange.

7.3 Where a New Option is to be granted, the New Option Agreement shall contain provisions which (in the opinion of the Board) are equivalent to those contained herein (including for the avoidance of doubt those contained in schedule 2) relating to Linked Shares, but instead relating to shares (“New Shares”) for which any Linked Shares have been exchanged and (without limitation) the terms of the relevant agreement may:

7.3.1 reflect the fact that the New Shares relate to another corporation or company, including a foreign corporation or company, as the case may be, (rather than the Company); and

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7.3.2 take account of any other matters (such as, without limitation, variations between the Articles and the constitutional documents governing the corporation or company in which the New Shares are issued and in the case of the corporation or company being incorporated in another jurisdiction, differences between the laws of Malta and the laws applicable to such company or corporations) that the Board considers necessary or desirable to give effect to the commercial intention of the arrangement envisaged by this Agreement.

8 ADDITIONAL PROVISIONS

The provisions of schedule 2 apply and relate (amongst other things) to the terms of the Subscriber’s holding of any Linked Shares, certain restrictions relating to the same and matters relating to the conversion of shares.

9 POWER OF ATTORNEY

9.1 The Subscriber:

9.1.1 hereby irrevocably appoints the Company as his attorney (“Attorney”) for all purposes referred to in this Agreement or any New Option Agreement and irrevocably authorises the Attorney (on the Subscriber’s behalf) to execute any and all document(s) and to do any and all acts and things as the Attorney in its absolute discretion considers necessary or desirable in order to give full effect to the terms of this Agreement, the New Option Agreement, the terms of the Articles (or the articles of association of the New Company) or the release of the Old Option and grant of the New Option in connection with the Exchange. Every attorney that may be appointed by virtue of this clause shall be considered to act singly as the true and lawful attorney of the Subscriber with full power of substitution as specified herein;

9.1.2 agrees that the Attorney may in his name or otherwise on the Subscriber’s behalf:

9.1.2.1 execute any stock transfer form and any other documents and do all things necessary in order to transfer any Linked Shares or New

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Shares in accordance with this Agreement or the Articles (or the articles of association of the company in which the New Shares are issued) including, without prejudice to the generality to the foregoing, any transfer pursuant to a Drag Along Notice;

9.1.2.2 accept any Company Transfer Notice or EBT Transfer Notice served in accordance with this Agreement or the New Option Agreement and execute any stock transfer form and any other documents and do all things necessary in order to transfer Unreleased Shares pursuant thereto;

9.1.2.3 accept any Company Conversion Information Notice (or other document) served in accordance with this Agreement or the New Option Agreement;

9.1.2.4 serve a Conversion Notice (or other document) in accordance with this Agreement or the New Option Agreement;

9.1.2.5 receive and comply with a Drag Along Notice;

9.1.2.6 make any tax filing or claim for relief or exemption that the Attorney considers necessary or desirable in connection with any transfer referred to at 9.1.2.1 above;

9.1.2.7 execute any New Option Agreement on the Subscriber’s behalf;

9.1.2.8 approve any alteration to this Agreement or the New Option Agreement pursuant to clause 10 (or equivalent provisions of the New Option Agreement);

9.1.2.9 accept and retain any share certificate issued in respect of any Linked Shares or New Shares;

9.1.2.10 sign any written resolution of the shareholders of the Company or New Company (or of the holders of the relevant class of shares in the Company or New Company) that the Board considers to be necessary or desirable for the purposes of or in connection with the IPO (as defined in schedule 2 but as if the reference to “Company” in such definition were to “Company or New Company”) or any pre-IPO restructuring, reconstruction or amalgamation involving the share capital of the Company or New Company (“Resolutions”) including without prejudice to the generality of the foregoing any reorganisation, conversion or reclassification of all or any of the

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share capital of the Company or New Company and/or the alteration, abrogation or variation of the rights attached to any Linked Shares or New Shares; and/or

9.1.2.11 in lieu of signing a written resolution as aforesaid, to appoint a proxy to attend and vote on his or her behalf on any Resolutions to be proposed at a general meeting of the Company or New Company at the discretion of the Attorney and to approve, in writing or otherwise, any consent to the convening of any such meeting at short notice.

9.2 The Subscriber hereby authorises the Attorney to:

9.2.1 delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise, and vary or revoke such delegation at any time; and

9.2.2 appoint one or more persons to act as substitute attorney for the Subscriber and to exercise one or more of the powers conferred on the Attorney by this power of attorney and revoke any such appointment,

provided that neither of the above appointments shall constitute the appointment of a new attorney (for the same business of the mandate created by virtue of clause 9.1 or otherwise) or the revocation of the said mandate given to the Attorney.

9.3 The Subscriber undertakes:

9.3.1 to promptly notify the Attorney of, and deliver to the Attorney, anything received by the Subscriber in its capacity as the registered holder of any Linked Shares or New Shares;

9.3.2 to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney and hereby ratifies and confirms and agrees to ratify and confirm any act whatsoever the Attorney shall lawfully do or cause to be done and all documents executed by the Attorney in the exercise or proposed exercise of all or any of his powers; and

9.3.3 to indemnify and hold each Attorney harmless against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

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9.4 The Subscriber declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact. The Attorney is expressly authorized to act under this Power of Attorney.

9.5 The Subscriber agrees that the Attorney shall not accept any responsibility and shall not be under any liability for any act or omission of the Attorney or any of its representatives (save in the case of the Attorney’s own fraud, negligence or wilful misconduct).

9.6 The Subscriber agrees that the power of attorney and other authorities on the terms conferred by or referred to in this Agreement (including but not limited to the authority granted in terms of paragraph 1.2.5 of schedule 2) are given by way of security for the performance of the obligations of the Subscriber and are irrevocable, to the extent permitted by applicable law, in accordance with section 4 of the Powers of Attorney Act 1971 and, in terms of Maltese law in so far as it may be applicable, article 1887 of the Civil Code (Cap. 16 of the Laws of Malta). Such power of attorney shall be irrevocable except with written consent of the Attorney.

9.7 The Board shall notify the Subscriber as soon as reasonably practicable following the Exchange of the release of the Old Option and the grant of the New Option or of any pre-IPO restructuring, reconstruction or amalgamation involving the share capital of the Company or New Company. Notwithstanding such release the power of attorney granted under this clause 9 shall remain valid, binding and in existence.

9.8 The power of attorney granted under this clause 9 is without prejudice (and in addition) to any power of attorney contained in the Articles (or the articles of association of the New Company).

10 VARIATION AND RELATED MATTERS

10.1 The terms of this Agreement shall in all respects be administered by the Board, and in the event of any dispute or disagreement as to the interpretation of this Agreement, or as to any question or right arising from or related to this Agreement, the decision of the Board shall be final and binding upon all persons. It is expressly agreed and understood by and between the parties to this Agreement that: from time to time during the term hereof there may be information relating to the Company and/or the Group which is considered by the Board to be of a commercially sensitive nature and/or which it would not be in the best interests of the Company to disclose to all

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shareholders of the Company, and accordingly disclosure of such information to the Subscriber should be withheld; the determination as to what information shall fall within this category is considered to constitute a question related to this Agreement on which the decision of the Board shall be final and binding upon all persons as aforesaid; and that for all intents and purposes the Subscriber hereby grants his unconditional waiver to the right to receive such information as the board of directors may determine from time to time, including during or for the purposes of a general meeting of the shareholders of the Company.

10.2 Subject to clause 10.4 and 7.3, the board of directors for the time being of the Company may at any time and from time to time make any alteration to this Agreement which it thinks fit provided that:

10.2.1 any alteration to this Agreement which is necessary to comply with or to take account of any applicable legislation or statutory regulations or any change in them, or any requirements of any tax authority or to obtain or maintain favourable taxation, exchange and/or regulatory treatment for the Company, any Group member or the Subscriber, may be made without the consent of the Subscriber; and

10.2.2 (subject to clause 10.2.1) no alteration which would materially and unfairly increase the liability of the Subscriber or materially and unfairly decrease the value of his subsisting rights under this Agreement shall be made without the Subscriber’s prior written consent.

10.3 Subject to clause 10.2, clause 10.4 and clause 7.3, no variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to this Agreement.

10.4 In the event that any Linked Shares or New Shares are to be converted pursuant to the provisions of Article 7.6 of the Articles (or the equivalent provisions in relation to New Shares) in connection with a Listing, then the Board may (by simple board resolution) make any alteration to this Agreement or the New Option Agreement, as the case may be, which it thinks fit so that the provisions of this Agreement or the New Option Agreement, as the case may be, apply (from and after the relevant conversion) to the shares into which such Linked Shares or New Shares have converted including but not limited to, providing that any Linked Shares or New Shares that would have been the subject of a Company Conversion Information Notice under this Agreement in connection with a Sale shall instead be subject to compulsory transfer to an Employee Benefit Trust or other party nominated by the Company or to the acquiring entity in such Sale for no (or nominal) consideration.

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11 MISCELLANEOUS

11.1 This Agreement shall be binding upon each party’s successors and assigns and personal representatives (as the case may be) but except as expressly provided herein none of the rights of the parties under this Agreement may be assigned or transferred.

11.2 Notwithstanding any other provision of this Agreement:

11.2.1 this Agreement shall not form part of any contract of employment or office between the Company or any other member of the Group and the Subscriber and the rights and obligations of the Subscriber under the terms of his office or employment with the Company or any other member of the Group shall not be affected by this Agreement and this Agreement shall afford the Subscriber no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever; and

11.2.2 this Agreement shall not confer on the Subscriber any legal or equitable rights (other than those constituting the Option) against the Company or any other member of the Group directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any other member of the Group; and

11.2.3 the Subscriber shall not be entitled to any compensation or damages for any loss or potential loss which (s)he may suffer by reason of being unable to exercise the Option (or have any Linked Shares Released) in consequence of the loss or termination of his office or employment with the Company or any other member of the Group for any reason whatsoever.

11.3 Any notice or other communication under or in connection with this Agreement may be given:

11.3.1 by personal delivery or by sending the same by post, to the Subscriber at his last known address, or to the address of the place of business at which he performs the whole or substantially the whole of his duties of his office or employment, and to the Company at its registered office and where a notice or other communication is given by first class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped; or

11.3.2 to the Subscriber by electronic communication to his usual business address or to such other address for the time being notified for that purpose to the person giving the notice.

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11.4 This Agreement constitutes the whole agreement between the parties hereto. The Subscriber agrees that in entering into this Agreement he does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding other than as set out in this Agreement. The only remedy available to the Subscriber in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of this Agreement. Nothing in this sub-clause shall operate to exclude liability for fraud.

11.5 The Subscriber shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction in order to permit the grant or exercise of the Option. Neither the Company nor any other member of the Group shall be responsible for any failure by the Subscriber to obtain any such consent or for any tax or other liability to which the Subscriber may become subject as a result of his exercise of the Option.

11.6 After exercise of the Option and acquisition of the Option Shares, the Subscriber shall become bound by the provisions of the Articles (a copy of which is appended to and forms part of this Agreement) and in particular in relation to the provisions relating to the transfer of shares which are contained in the Articles.

11.7 The Subscriber consents that the Company shall collect and process his/her personal data for the purposes set out in this Agreement and in terms of the Data Protection Act (Cap. 440 of the Laws of Malta) or similar laws in other applicable jurisdictions. The Subscriber further consents to the processing and release of the information contained herein by the Company (including, but without prejudice to the generality of the foregoing, such person’s name, address, age and salary details) to any other members of the Group or any third parties in connection with the administration of this Agreement or for the purpose of complying with any legal obligations. To the extent required by law, the Subscriber has the right to access data which the Company holds about him, and, where applicable, the right to ask for a rectification or erasure of such data.

11.8 This deed may be executed in any number of counterparts each of which shall constitute an original but all of which shall constitute one and the same instrument.

11.9 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, save that any person which is obliged to account for any Tax Liability shall be entitled to enforce clause 3 and that any holding company of the Company (from time to time) may enforce any of the provisions of this Agreement (“holding company” having the meaning given in section 1159 Companies Act 2006 for this purpose (but, for the purposes of section 1159(1) of the Companies Act 2006, a company shall be treated

24

as a member of another company if any shares in that other company are registered in the name of either (a) a person by way of security (where the company has provided the security) or (b) a person as nominee for the company)). This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. The Company may assign any of its rights under this Agreement.

11.10 This Agreement (including the power of attorney granted hereunder) shall be interpreted and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly, any suit, action or proceedings arising out of or in connection with this Agreement shall be brought in such courts.

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IN WITNESS whereof the parties have executed this Agreement as a Deed on the date set out above.

EXECUTED AS A DEED by	)
MIDASPLAYER INTERNATIONAL	)
HOLDING COMPANY P.L.C.	)
acting by a director in the presence	)
of a witness:-	)
		Director
Witness’ Signature:
Witness’ Name:
Witness’ Address:
Witness’ Occupation:
EXECUTED AS A DEED by	)
[—]	)
in the presence of:-	)
Witness’ Signature:
Witness’ Name:
Witness’ Address:
Witness’ Occupation:

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Schedule 1

Vesting

For the purposes of this Agreement:

1. one twelfth of the Option Shares shall vest 3 months after the Effective Date;

2. a further one twelfth of the Option Shares shall vest 6 months after the Effective Date with an additional one twelfth vesting after each 3 month period thereafter (with the intent that 100% of the Option Shares will have vested 36 months after the Effective Date),

and the Option shall be exercisable at any time after the date it has first vested (to the extent vested).

Notwithstanding any of the above:

(a) no Option Shares shall vest after the date on which the Subscriber ceases to be employed by (or a director of) the Company or any member of the Group (“Cessation Date”) unless the Board (having obtained the consent of the Investor Director) determines otherwise save that:

(i) in the event that the relevant member of the Group that is the Subscriber’s employer terminates his employment (otherwise than in circumstances where it is entitled to do so summarily under the terms of the Service Agreement) and the Subscriber’s employer makes a payment in lieu of any part of the contractual notice period, any Option Shares that would have vested under paragraphs 1 and 2 above during the period that would otherwise have been the notice period shall be treated as having vested on the Cessation Date; and

(ii) in the event of a Change of Control Termination, 100% of any of the Option Shares that would have vested under paragraphs 1 and 2 above during the period of three calendar years commencing on the date of the Change of Control Termination shall be treated as vested on the Cessation Date; and

(b) no Option Shares shall vest after the date of a Sale (save to the extent the Board, having obtained the consent of the Investor Director, determines otherwise and save to the extent they vest under paragraph (a)(ii) above);

and, if any of the Option Shares are no longer capable of vesting, the Option shall lapse immediately with respect to those Option Shares that shall not vest.

Schedule 2

Linked Shares

1 TERMS OF HOLDING OF LINKED SHARES

1.1 The parties acknowledge that the Subscriber may in the future acquire Linked Shares. The Subscriber agrees to hold such Linked Shares subject to the terms and conditions of this Agreement and the Articles.

1.2 The Subscriber:

1.2.1 confirms, warrants and undertakes that he will acquire the Linked Shares on his own behalf for investment purposes and not for re-sale;

1.2.2 confirms, warrants and undertakes that in deciding to apply for the Linked Shares, he will make his own assessment of the risks and opportunities involved and will not rely upon any warranty, representation, or inducement from any person;

1.2.3 shall undertake all such acts, things and deeds necessary to effect a conversion, redemption, forfeiture and sale of any Linked Shares in accordance with the Articles and this Agreement;

1.2.4 undertakes that (if required by the Company and if applicable to the Subscriber) he shall (within such timescale as may be required by the Company) enter into an election under section 83(b) of the Code or under section 431(1) of ITEPA, or any other similar procedure under applicable law, such that any restrictions attaching to the Linked Shares will be ignored when valuing the Linked Shares for tax purposes;

1.2.5 irrevocably agrees to the appointment of any officer of the Company to negotiate and agree on his behalf with HMRC the restricted and/or unrestricted market value of the Linked Shares for tax purposes;

1.2.6 agrees that the Company may retain the share certificate in respect of the Linked Shares;

1.2.7 absolutely and irrevocably waives any right to:

1.2.7.1 receive any dividends (including any assets distributed in lieu or satisfaction of any dividends) in respect of the Linked Shares, save for any such dividends in respect of any Linked Shares which are Released (in relation to which, with effect from the relevant Linked Shares becoming Released, such waiver shall not apply);

1.2.7.2 participate in any bonus issues of shares in the capital of the Company arising by virtue of the Linked Shares, save for any such bonus issue arising by virtue of any Linked Shares which are Released (in relation to which, with effect from the relevant Linked Shares becoming Released, such waiver shall not apply); and

1.2.7.3 in his capacity as a holder of Linked Shares, receive notice of, and attend and vote (whether in person, by proxy or otherwise) at, any general meeting of the Company, save in respect of any Linked Shares which are Released (in relation to which, with effect from the relevant Linked Shares becoming Released, such waiver shall not apply), and the Subscriber undertakes not to exercise any voting rights attaching to any of the Linked Shares prior to them becoming Released save in relation to a resolution to approve any alteration or abrogation of the rights attaching to the Linked Shares to the extent required by the Articles, if any.

2 COMPULSORY TRANSFER OF SHARES/SHARE CONVERSION

2.1 In the event that on the Relevant Cessation Date the Subscriber holds Linked Shares (not being Shares which are the subject of a Conversion Notice or shares into which the same have been converted) that are on that date Unreleased Shares, whether by reason of the Option lapsing under clause 2.5 or clause 5 or Schedule 1 of this Agreement, or the Option having been exercised in full and not all of the Linked Shares being Released, the Unreleased Shares shall, prior to a Listing, be Compulsory Sale Shares within the meaning of the Articles and the Subscriber shall be deemed to have given a Compulsory Sale Notice as defined in the Articles with respect to such shares in accordance with Article 13.1 provided, however, that notwithstanding any provision of Article 13, the price for the Unreleased Shares determined in accordance with Article 13.5 shall be the price determined in accordance with Article 13.5.1 and the Subscriber hereby waives any and all entitlement to the price determined in accordance with Article 13.5.2 for the Unreleased Shares, even in circumstances in which the Subscriber is a Good Leaver within the meaning of the Articles.

2.2 In the event that the Subscriber holds Unreleased Shares (whether before or after the Relevant Cessation Date), the Company may at any time prior to Listing by notice in writing (the “Company Transfer Notice”) to the Subscriber require the Subscriber to transfer some or all of the Unreleased Shares to the Company pursuant to Article 11.3.10 on a date specified by the Company (the “Company Transfer Date”), but

no earlier than 14 calendar days after the date of the Company Transfer Notice, in consideration for a payment to the Subscriber equal to the lesser of (i) the price paid by the Subscriber on subscription for the Unreleased Shares subject to the Company Transfer Notice or (ii) the Fair Price of the Unreleased Shares subject to the Company Transfer Notice on the Company Transfer Date less 25%.

2.3 In the event that the Subscriber holds Unreleased Shares (whether before or after the Relevant Cessation Date), the Company may by notice in writing (the “EBT Transfer Notice”) at any time to the Subscriber require the Subscriber to transfer some or all of the Unreleased Shares to an Employee Benefit Trust or other third party nominated by the Company on a date specified by the Company (the “EBT Transfer Date”), but no earlier than 14 calendar days after the date of the EBT Transfer Notice, in consideration for a payment to the Subscriber equal to the lesser of (i) the price paid by the Subscriber on subscription for the Unreleased Shares subject to the EBT Transfer Notice or (ii) the Fair Price (before Listing) or the Market Value (from Listing) of the Unreleased Shares subject to the EBT Transfer Notice on the EBT Transfer Date less 25%.

2.4 In the event that a Sale is to occur, the Company may notify the Subscriber in writing by a notice substantially in the form set out in schedule 3 (“Company Conversion Information Notice”) of:

2.4.1 the number of Linked Shares which will be the subject of the Conversion Notice, being the number of Linked Shares which have not been Released as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of Linked Shares which have not been Released as is determined by the Board; and

2.4.2 the date to be specified by the Subscriber in the Conversion Notice for the Linked Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale).

2.5 In the event a Company Conversion Information Notice is served pursuant to paragraph 2.4, the Subscriber shall, prior to the Conversion Date (but in any event within 7 calendar days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7 of the Articles, to convert the number of Linked Shares equal to the Conversion Number into Deferred Shares on the Conversion Date (taking effect immediately prior to the relevant Sale so that the Conversion Number of Linked Shares are converted into Deferred Shares immediately prior to the Sale). This provision is without prejudice to clause 9.1.2.4 of the Agreement.

2.6 Notwithstanding any other provision of this Agreement, in the event that (i) Linked Shares which have not been Released are transferred by the Subscriber pursuant to Article 13 and/or paragraph 2.1 of this Schedule (“Transferred Shares”) and (ii) the Option is exercised on or after the Relevant Cessation Date and such exercise would have been settled by some or all of the Transferred Shares being Released had they still been held by the Subscriber (such shares being the “Relevant Transferred Shares”), then (i) the Company may reduce the number of Shares or New Shares issuable upon exercise of the Option after the Relevant Cessation Date by such number as is equal in value, based on the Market Value on the date of exercise, to the amount paid to the Subscriber upon the transfer of his Relevant Transferred Shares pursuant to Article 13 and/or paragraph 2.1 of this Schedule, or (ii) the Subscriber shall, upon notice from the Company, agree and direct that such amount shall be deducted from the proceeds of any sale of such Shares or New Shares and paid directly to the Company, or (iii) the Subscriber shall agree to pay such amount to the Company directly or, if the Company so agrees, by way of deduction from salary or other remuneration payable to him.

2.7 Notwithstanding any provision of Article 13, in the event that the Subscriber is deemed to give a Compulsory Sale Notice which relates (in whole or part) to Linked Shares which are neither Released nor Unreleased Shares, the Subscriber agrees that the price for such Linked Shares determined in accordance with Article 13.5 shall be the price determined in accordance with Article 13.5.1 and the Subscriber hereby waives any and all entitlement to the price determined in accordance with Article 13.5.2 for the relevant Linked Shares, even in circumstances in which the Subscriber is a Good Leaver within the meaning of the Articles.

3 SHARE TRANSFER

The Subscriber shall not, otherwise than pursuant to a Sale, an Exchange or the operation of Articles 13 or 15 of the Articles, without the prior written consent of the Board (subject to the approval of the Investor Director) (such consent to be made subject to such conditions as the Board may require), or paragraph 2 of this Agreement, transfer the Linked Shares or enter into any arrangement which may place any Encumbrance on the Linked Shares. In the event that the Subscriber wishes to transfer any Linked Shares to a Permitted Transferee (as such term is defined in the Articles) pursuant to any of Articles 11.3.1 to 11.3.3 of the Articles, the Subscriber shall serve notice on the Board identifying the number of Linked Shares to be transferred and the identity of the relevant Permitted Transferee and the

Board will consent to the relevant transfer for the purposes of this paragraph 3 provided that the Subscriber and the Permitted Transferee first enter into an agreement with the Company in such form and containing such provisions as the Board may require (in particular, to ensure that the commercial intentions of the arrangements set out in this Agreement are maintained despite the Linked Shares having been transferred to the Permitted Transferee and accordingly restricting the ability of the Permitted Transferee to transfer the Linked Shares and requiring the compulsory transfer, conversion or forfeiture of the Linked Shares in relevant circumstances). Where the Linked Shares are listed on a stock exchange, this paragraph 3 shall not apply in respect of such number of the Linked Shares as have been Released.

4 MARKET STANDOFF

4.1 The Subscriber agrees that in the event of a Listing, with respect to the Linked Shares and any Shares acquired by the Subscriber pursuant to the exercise of the Option, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing), the Subscriber will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) calendar days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of Shares permitted under paragraph 4.2 so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this paragraph 4.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this clause and to impose stop transfer instructions with respect to the Shares until the end of such period. The Subscriber further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

4.2 The following transfers will be exempt from paragraph 4.1: (i) the transfer of any or all of the Shares during the Subscriber’s lifetime by gift or on the Subscriber’s death by will or intestacy to any member(s) of the Subscriber’s “Immediate Family” (as defined below) or (ii) to a trust for the benefit of the Subscriber and/or member(s) of the Subscriber’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of paragraph 4.1 will continue to apply to the transferred Shares in the hands of such transferee or other recipient. The term “Immediate Family” means the Subscriber’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of the Subscriber or the Subscriber’s spouse, or the spouse of any of the above or Spousal Equivalent. A person is deemed to be a “Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the transferee and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither is married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last twelve (12) months and intend to do so indefinitely.

Schedule 3

Company Conversion Information Notice

To: [Subscriber]

[Address]

Date:

This notice is served pursuant to paragraph 2 of schedule 2 of the individual option and subscription agreement entered into between you and Midasplayer International Holding Company p.l.c. (“Company”) on [    ] (“Subscription Agreement”).

Pursuant to paragraph 2.4 of schedule 2 of the Subscription Agreement, you are required to serve a notice on the Company in the form attached, requesting that the Conversion Number (as specified below) of your Linked Shares (as defined in the Subscription Agreement) convert into Deferred Shares on the Conversion Date (as specified below) in connection with a Sale:

Conversion Number:

Conversion Date:

On behalf of Midasplayer International Holding Company p.l.c.

Conversion Notice

To:	Midasplayer International Holding Company p.l.c.
	[Address]
Date:	[                    ]

Dear Sirs,

Conversion Notice

This notice is served pursuant to Article 7.7 of the articles of association (“Articles”) of Midasplayer International Holding Company p.l.c. In accordance with the Articles, notice is hereby given that the number of D3 Ordinary Shares specified below shall convert into Deferred Shares on the Conversion Date specified below. It is acknowledged that this conversion is intended to take effect immediately prior to the relevant Sale.

Conversion Number of D3 Ordinary Shares:

Conversion Date:

Signed

By [Subscriber] [acting by [insert name of agent / attorney] being such person’s duly appointed [agent / or attorney]]

[[and in the case of a notice exercised by an attorney]

Witnessed by: [Witness signature]

Witness name: [Insert name of witness]

Witness address:        [Insert address]]

Schedule 4

1 CALCULATION TO BE PERFORMED ON EXERCISE

1.1 Where the Subscriber has acquired Linked Shares, if the Option has been properly exercised but not all of the Linked Shares have been Released then this paragraph 1.1 shall apply to determine (a) the number of Linked Shares that are Released; and (b) the actual number of Option Shares in respect of which the Option shall be treated as exercised at that time and which are therefore to be issued or transferred to the Subscriber; and (c) the number of Option Shares that the Option shall be treated as lapsing in respect of:

1.1.1 For the purposes of this paragraph 1.1:

1.1.1.1 “Remaining Linked Shares Value” means the value of the Remaining Linked Shares calculated as follows:

Remaining Linked Shares Value = Remaining Linked Shares × LMV

1.1.1.2 “LMV” shall mean the Market Value of a Linked Share on the relevant Date of Exercise (as determined by the Board);

1.1.1.3 “OMV” shall mean the Market Value of an Option Share on the relevant Date of Exercise (as determined by the Board);

1.1.1.4 “Option Gain” means the ‘in the money value’ of the Shares which are purported to be the subject of the exercise, such value being calculated as follows:

Option Gain = X × (OMV – Exercise Price)

1.1.1.5 “Remaining Linked Shares” means such number of the Linked Shares that have not yet been Released at the relevant time and are still held by the Subscriber; and

1.1.1.6 “X” means the number of Shares in respect of which the Option is purported to be exercised, being the number of Shares which is specified in the relevant exercise notice.

1.1.2 If the Remaining Linked Shares Value is equal to or less than the Option Gain then:

1.1.2.1 all of the Remaining Linked Shares shall be Released;

1.1.2.2 the Option shall be treated as having been exercised in respect of a number of Option Shares (“Y”) where:

Y =	(Option Gain – Remaining Linked Shares  Value)
	(OMV – Exercise Price)

and Y shall be rounded down to the nearest whole number; and

1.1.2.3 the Option shall lapse in respect of a number of Option Shares calculated as X - Y.

1.1.3 If the Remaining Linked Shares Value is greater than the Option Gain then:

1.1.3.1 a number of the Remaining Linked Shares (“Z”) shall be Released, where:

Z =	Option Gain
	LMV

and Z shall be rounded down to the nearest whole number;

1.1.3.2 the Option shall be treated as having been exercised in respect of none of the Option Shares; and

1.1.3.3 the Option shall lapse in respect of such number of Option Shares as is equal to X.

1.2 It is acknowledged that the Subscriber may acquire Linked Shares each of which does not have the same Market Value. If that is the case the Board shall adjust the calculations in paragraph 1.1 in such manner as it considers appropriate in order to take account of such differing Market Values and shall identify which of the Linked Shares are treated as Released under paragraph 1.1 (the Linked Shares having greater Market Values being Released in priority to other Linked Shares). References in this agreement to the “number of Linked Shares that have not been Released” (or similar phrases) shall be construed to relate to such of the Linked Shares as have not been Released taking account of the Board’s determination under this paragraph 1.2.

1.3 Any calculation (including the determination of the Option Gain and the Remaining Linked Shares Value) to be carried out under paragraph 1.1 shall be performed by the Board (whose determination shall be final and binding). The Board shall notify the Subscriber of the number of the Remaining Linked Shares which shall be treated as Released, the number of Option Shares in respect of which the Option shall be treated as exercised and the number of Option Shares in respect of which the Option shall be treated as lapsing. Examples of the intended operation of paragraph 1.1 are contained at Appendix 1 for illustration purposes.

Appendix1: Examples of operation of clause 3.3 and schedule 4

Example 1

For the purposes of this example, it is assumed that the Option is granted over 1,000 D1 ordinary shares (as the Option Shares) at an Exercise Price of $17 and that 1,000 D3 ordinary shares have been acquired (as Linked Shares). Assume that the shares in the Company are converted into a single class of A ordinary shares (under the Articles, as a result of a Listing). As a result of the conversion, the Option is treated as subsisting over 1,000 A ordinary shares. The value of the Company at the time of the Listing was such that the Subscriber’s 1,000 D3 ordinary shares have converted into 400 A ordinary shares in accordance with the conversion mechanism set out in the Company’s Articles of Association. (The remaining 600 D3 Ordinary Shares will convert into Deferred Shares and will be taken back by the Company for a nominal or no payment to the Subscriber). The Subscriber chooses to exercise the Option in two tranches as follows:

1. When half of the option has vested, the Option is purported to be exercised in respect of all 500 vested A ordinary shares at a time when the market value of an A ordinary share is $50.

Option Gain = 500 shares x ($50-17) = $16,500

Remaining Linked Share Value = 400 shares x $50 = $20,000. This exceeds the value of the Option Gain therefore paragraph 1.1.3 of schedule 4 applies.

2. Applying paragraph 1.1.3:

(a) the number of Remaining Linked Shares to be Released is calculated:

$16,500 / $50 = 330 A ordinary shares

(b) the Option is treated as not having been exercised over any shares (and so no Exercise Price is payable); and

(c) the Option is treated as having lapsed in respect of 500 A ordinary shares.

3. The Option therefore now subsists over only 500 A ordinary shares. 330 of the Linked Shares have been Released and so there are 70 Remaining Linked Shares.

4. When the remaining half of the Option has fully vested, the Subscriber purports to exercise the balance of the Option in full. At this time the value of an A ordinary share is $60.

Option Gain = 500 shares x ($60-17) = $21,500

Remaining Linked Share Value = 70 shares x $60 = $4,200. This is less than the Option Gain therefore paragraph 1.1.2 of schedule 4 applies

5. Applying paragraph 1.1.2:

(a) all of the Remaining Linked Shares are Released (i.e. 70 A ordinary shares already held by the Subscriber);

(b) the number of Option Shares that the Option is treated as having been exercised over is calculated:

($21,500 - $4,200) / ($60 - $17) = 402 shares

Since the Option is treated as exercised over 402 shares, an aggregate Exercise Price of $6,834 is payable by the Subscriber¹; and

(c) the Option is treated as having lapsed in respect of 98 A ordinary shares.

6. Accordingly, the Option has now lapsed in full and all Linked Shares have been Released.

Example 2

Facts as with Example 1, save that the value of an A ordinary share is $30 at step 4 rather than $60:

4. When the remaining half of the Option has fully vested, the Subscriber purports to exercise the balance of the Option in full. At this time the value of an A ordinary share is $30.

Option Gain = 500 shares x ($30-17) = $6,500

Remaining Linked Share Value = 70 shares x $30 = $2,100. This is less than the Option Gain therefore paragraph 1.1.2 of schedule 4 applies.

5. Applying paragraph 1.1.2:

(a) all of the Remaining Linked Shares are Released (i.e. 70 A ordinary shares already held by the Subscriber);

(b) the number of Option Shares that the Option is treated as having been exercised over is calculated:

($6,500 - $2,100) / ($30 - $17) = 338 shares

Since the Option is treated as exercised over 338 shares, an aggregate Exercise Price of $5,746 is payable by the Subscriber²; and

(c) the Option is treated as having lapsed in respect of 162 A ordinary shares.

6. Accordingly, the Option has now lapsed in full and all Linked Shares have been Released.

¹  As an alternative to delivering 402 A ordinary shares to the Subscriber at a price of $17 per share, the Company may agree to a net-settlement mechanism whereby instead the Subscriber receives a number of shares which has a value equal to the net gain. In this example, the aggregate Exercise Price would have been $6,834, which equates to 114 shares and so only 288 shares (i.e. 402 less 114) are actually delivered to the Subscriber. Depending upon company law requirements, a nominal payment may also need to be made by the Subscriber.

²  As an alternative to delivering 338 A ordinary shares to the Subscriber at a price of $17 per share, the Company may agree to a net-settlement mechanism whereby instead the Subscriber receives a number of shares which has a value equal to the net gain. In this example, the aggregate Exercise Price would have been $5,746, which equates to 191 shares and so only 147 shares (i.e. 338 less 191) are actually delivered to the Subscriber. Depending upon company law requirements, a nominal payment may also need to be made by the Subscriber.

Example 3

For the purposes of this example, it is assumed that the Option is granted (to an employee) over 1,000 D1 ordinary shares (as the Option Shares) at an Exercise Price of $17 and that 1,000 D3 ordinary shares have been acquired (as Linked Shares). Assume that the shares in the Company are converted into a single class of A ordinary shares (under the Articles, as a result of a Listing). As a result of the conversion, the Option is treated as subsisting over 1,000 A ordinary shares. The value of the Company at the time of the Listing was such that the Subscriber’s 1,000 D3 ordinary shares have converted into 400 A ordinary shares.

Before any part of the Option has vested, the Subscriber leaves employment (by resignation, other than for a “Good Reason”). Since the Option has not vested:

1. The Option can never be exercised and lapses.

2. As none of the Linked Shares have been Released, the Subscriber will be required to transfer the Linked Shares to an Employee Benefit Trust in consideration for a payment per Linked Share equal to the lesser of (i) the subscription price paid for the Linked Shares and (ii) the market price of the Linked Shares at the time of transfer less 25%.

Example 4

For the purposes of this example, it is assumed that the Option is granted over 1,000 D1 ordinary shares (as the Option Shares) at an Exercise Price of $17 and that 1,000 D3 ordinary shares have been acquired (as Linked Shares). No Listing has occurred. The Subscriber chooses to exercise the Option in two tranches as follows:

1. When half of the option has vested, the Option is purported to be exercised in respect of all 500 vested D1 ordinary shares at a time when the market value of a D1 ordinary share is $50. The market value of a Linked Share at that time is $20.

Option Gain = 500 shares x ($50-17) = $16,500

Remaining Linked Share Value = 1,000 shares x $20 = $20,000. This exceeds the value of the Option Gain therefore paragraph 1.1.3 of schedule 4 applies

2. Applying paragraph 1.1.3:

(a) the number of Remaining Linked Shares to be Released is calculated:

$16,500 / $20 = 825 D3 ordinary shares

(b) the Option is treated as not having been exercised over any shares (and so no Exercise Price is payable); and

(c) the Option is treated as having lapsed in respect of 500 D1 ordinary shares.

3. The Option therefore now subsists over only 500 D1 ordinary shares. 825 of the Linked Shares have been Released and so there are 175 Remaining Linked Shares.

4. When the remaining half of the Option has fully vested, the Subscriber purports to exercise the balance of the Option in full. At this time the value of a D1 ordinary share is $60. The market value of a Linked Share at that time is $30.

Option Gain = 500 shares x ($60-17) = $21,500

Remaining Linked Share Value = 175 shares x $30 = $5,250. This is less than the Option Gain therefore paragraph 1.1.2 of schedule 4 applies.

5. Applying paragraph 1.1.2:

(a) all of t\he Remaining Linked Shares are Released (i.e. 175 D3 ordinary shares already held by the Subscriber);

(b) the number of Option Shares that the Option is treated as having been exercised over is calculated:

($21,500 - $5,250) / ($60 - $17) = 377 shares

Since the Option is treated as exercised over 377 shares, an aggregate Exercise Price of $6,409 is payable by the Subscriber³; and

(c) the Option is treated as having lapsed in respect of 123 D1 ordinary shares.

6. Accordingly, the Option has now lapsed in full and all Linked Shares have been Released.

³  As an alternative to delivering 377 D1 ordinary shares to the Subscriber at a price of $17 per share, the Company may agree to a net-settlement mechanism whereby instead the Subscriber receives a number of shares which has a value equal to the net gain. In this example, the aggregate Exercise Price would have been $6,409, which equates to 107 shares and so only 270 shares (i.e. 377 less 107) are actually delivered to the Subscriber. Depending upon company law requirements, a nominal payment may also need to be made by the Subscriber.

Appendix 2: Section 431 election

Joint Election under s431 ITEPA 2003 for full or partial disapplication of Chapter 2 Income Tax (Earnings and Pensions) Act 2003

One Part Election

1. Between

the Employee

whose National Insurance Number is

and

the Company (who is the Employee’s employer)

of Company Registration Number

2. Purpose of Election

This joint election is made pursuant to section 431(1) or 431(2) Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and applies where employment-related securities, which are restricted securities by reason of section 423 ITEPA, are acquired.

The effect of an election under section 431(1) is that, for the relevant Income Tax and NIC purposes, the employment-related securities and their market value will be treated as if they were not restricted securities and that sections 425 to 430 ITEPA do not apply. An election under section 431(2) will ignore one or more of the restrictions in computing the charge on acquisition. Additional Income Tax will be payable (with PAYE and NIC where the securities are Readily Convertible Assets).

Should the value of the securities fall following the acquisition, it is possible that Income Tax/NIC that would have arisen because of any future chargeable event (in the absence of an election) would have been less than the Income Tax/NIC due by reason of this election. Should this be the case, there is no Income Tax/NIC relief available under Part 7 of ITEPA 2003; nor is it available if the securities acquired are subsequently transferred, forfeited or revert to the original owner.

3. Application

This joint election is made not later than 14 days after the date of acquisition of the securities by the Employee and applies to:

Number of securities
Description of securities
Name of issuer of securities	Midasplayer International Holding Company p.l.c.
acquired by the Employee on

4. Extent of Application

This election disapplies all restrictions attaching to the securities.

5. Declaration

This election will become irrevocable upon the later of its signing or the acquisition of employment-related securities to which this election applies.

In signing this joint election, we agree to be bound by its terms as stated above.

	/      /
Signature (Employee)	Date
	/      /
Signature (for and on behalf of the Company)	Date
Position in Company

Appendix 3: Articles of Association of the Company

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

AND

[—]

INDIVIDUAL OPTION AND

SUBSCRIPTION AGREEMENT

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

When considering what action you should take, you are recommended to seek your own independent financial advice from your own stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

This Agreement and all other documentation received from the Company are not, and should not be taken as, a recommendation to purchase shares.

This Agreement and the accompanying documents from the Company are submitted on a confidential basis and the offer contained in them is personal to the recipient and may not be transferred or assigned by the recipient.

CONTENTS

1	DEFINITIONS	2
2	GRANT OF OPTION	9
3	MANNER OF EXERCISE OF OPTIONS	11
4	TAXATION MATTERS	13
5	TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS	15
6	VARIATION OF SHARE CAPITAL	17
7	EXCHANGE OF OPTION FOR NEW OPTION	17
8	ADDITIONAL PROVISIONS	19
9	POWER OF ATTORNEY	19
10	VARIATION AND RELATED MATTERS	22
11	MISCELLANEOUS	23

AGREEMENT DATED [—]

BETWEEN:

(1) MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C., company number C40465, a public limited company whose registered office is at Aragon House Business Centre, Dragonara Road, St Julian’s, STJ 3140, Malta (the “Company”) and;

(2) [—] of [—] (the “Subscriber”).

RECITALS

(A) The Subscriber is a key employee and/or director within the Group at the date of this Agreement.

(B) The Company wishes to grant to the Subscriber an option to acquire up to [—] D1 ordinary shares of €[—] each in the capital of the Company upon and subject to the terms of this Agreement.

(C) The Subscriber may also acquire Linked Shares.

(D) The Subscriber agrees to hold any Linked Shares subject to the terms of the Articles and this Agreement. Pursuant to the provisions of this Agreement and the Articles, the Linked Shares, or any shares for which they are exchanged or into which they are converted in connection with a listing of the Company’s shares on a securities exchange or otherwise, (or a proportion thereof) may, in certain circumstances and at certain times, become subject to compulsory transfer under this Agreement and/or the Articles or be converted into Deferred Shares.

1 DEFINITIONS

1.1 In this Agreement the following words and expressions shall have the following meanings and, unless the context requires otherwise (or the term is otherwise defined herein), the terms defined in the Articles shall have the same meanings in this Agreement:-

“Acquiring Company”

means a company which acquires shares in the capital of the Company pursuant to a Sale;

“Articles”

means the articles of association of the Company in effect from time to time;

2

“Asset Sale”

means the disposal by any one or more members of the Group of assets (whether together with associated liabilities or otherwise and as part of an undertaking or otherwise) which represent 50% or more (by book value) of the consolidated gross assets of the Group at that time but excluding any such disposal to another member of the Group;

“Auditors”

means the auditors for the time being of the Company (acting as experts and not as arbitrators);

“Board”

means the board of directors of the Company or a duly constituted committee thereof;

“Change of Control Period”

means a period that commences on the date that falls three months prior to the date of exchange of contracts in relation to an applicable Sale and terminates on the date that falls 18 months immediately after the completion of an applicable Sale;

“Change of Control Termination”

means the termination of the employment of the Subscriber during a Change of Control Period where:

(a) the Company or other relevant member of the Group serves notice to terminate the employment of the Subscriber, save where it summarily terminates the Subscriber’s employment without notice or payment in lieu of notice under the Service Agreement; or

(b) the Subscriber terminates his employment with the Company or any relevant member of the Group with or without notice for Good Reason (other than in circumstances where the Company or other relevant member of the Group has reasonable grounds for summary dismissal without notice or payment in lieu of notice under the Service Agreement) provided that the Subscriber must, before he terminates his employment for Good Reason, and if (on a reasonable view) the circumstances that constitutes Good Reason are remediable, have first given the Company or relevant member of the Group a written notice stating clearly the event or circumstance that constitutes Good Reason in his belief, acting in good faith, and given the Company or relevant member of the Group a period of not less than 15 working days to cure the event or circumstance allegedly constituting Good Reason and no Good Reason shall exist if on a reasonable view the event or circumstance is cured by the Company or relevant member of the Group;

3

“Code”

means the United States Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder;

“Company Conversion Information Notice”

the meaning given in paragraph 2.4 of schedule 2;

“Company Transfer Date”

the meaning given in paragraph 2.2 of schedule 2;

“Company Transfer Notice”

the meaning given in paragraph 2.2 of schedule 2;

“Conversion Date”

the date to be specified by the Subscriber in the relevant Conversion Notice for the Linked Shares (or a proportion thereof) to convert into Deferred Shares, being the date determined in accordance with paragraph 2.4.2 of schedule 2;

“Conversion Number”

means the number of Linked Shares which are to be the subject of the relevant Conversion Notice, as calculated in accordance with paragraph 2.4.1 of schedule 2;

“Date of Exercise”

means the date on which the Company receives both the written notice and any payment (if required) referred to in clause 3.1;

“Dealing Code”

means any code or regulations adopted by any relevant listing authority or stock exchange which restrict dealings in securities issued by the Company and/or such other rules and regulations adopted by the Company, which govern dealing in Shares, interests in Shares, options or rights over Shares or interests in Shares;

“Drag Along Notice”

means a Drag Along Notice as defined in the Articles;

“EBT Transfer Date”

the meaning given in paragraph 2.3 of schedule 2;

“EBT Transfer Notice”

the meaning given in paragraph 2.3 of schedule 2;

“Effective Date”

[—];

4

“Eligible Person”

means an individual who is an employee or director of a member of the Group;

“Employee Benefit Trust”

means an employee benefit trust established by the Company in connection with its employee share incentive arrangements;

“Encumbrance”

means a mortgage, charge, pledge, lien, option, restriction, equity, right to acquire, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind or any other type of preferential arrangement (including, without limitation, a title transfer and retention arrangement) having similar effect;

“Exercise Price”

means the sum of USD $[—] per Option Share, adjusted if appropriate pursuant to clause 6;

“Fair Price”

the meaning assigned in the Articles;

“Good Leaver”

means the Subscriber ceasing to be an employee and/or director of any member of the Group:

(a) as a result of his death, permanent incapacity due to ill health or retirement in accordance with his contract of employment; or

(b) due to dismissal of the Subscriber by the Company or any member of the Group without notice or payment in lieu in circumstances where the Company or other member of the Group is not entitled to summarily dismiss; or

(c) in circumstances where the Board determines (subject to the Investor Director voting in favour of such determination) in its absolute discretion the Subscriber to be a Good Leaver; or

(d) in circumstances where either (i) the Company or other relevant member of the Group serves notice to terminate the employment of the Subscriber; or (ii) the Subscriber serves notice to terminate his employment with the Company or relevant member of the Group for a Good Reason; in each case in circumstances other than where the Company or relevant member of the Group summarily terminates the Subscriber’s employment without notice or payment in lieu of notice under the Service Agreement; or

(e) in circumstances where the termination of the Subscriber’s employment by the Company or any member of the Group constitutes a Change of Control Termination;

5

“Good Reason”

means grounds that entitle the Subscriber to treat himself as being constructively dismissed (within the meaning of section 95(1)(c) of the Employment Rights Act 1996) as may be determined by a court of competent jurisdiction. Examples of such grounds may include, but are not limited to, circumstances where the Subscriber is required to permanently relocate outside of Greater London, where the Subscriber’s pay is unilaterally reduced, where the member of the Group that is the Subscriber’s employer is in material breach of the Service Agreement, where the scope of the Subscriber’s role is materially reduced, where the level or status attached to the Subscriber’s role is reduced or where on a Sale the acquiring entity did not give the Subscriber options, compensation or equity of at least the same value as the value of any shares under option (net of exercise price) held by the Subscriber which are no longer capable of vesting or being exercised after such Sale;

“Grant Date”

[—];

“Group”

has the meaning given in the Articles and “member of the Group” shall be construed accordingly;

“HMRC”

means HM Revenue & Customs (or any other taxation or other authority in any other jurisdiction, as applicable);

“Investor Director”

has the meaning given in the Articles;

“ITEPA”

means the Income Tax (Earnings and Pensions) Act 2003;

“Linked Shares”

means shares acquired by the Subscriber which, in the relevant Letter of Allotment, are expressed as being “Linked Shares” for the purposes of this Agreement (or any other shares into which the same are converted);

“Liquidation”

whether voluntary or compulsory, means the passing of a resolution for the winding-up of the Company;

6

“Listing”

means :

(a) the admission of all or any of the shares in the capital of the Company to trading on a market for listed securities designated by the Financial Markets Act (Cap. 345 of the laws of Malta) as a Recognized Investment Exchange (as defined in the Articles), together with the admission of such shares to the relevant Official List (as defined in the Articles); or

(b) if the Investors (as defined in the Articles) in their absolute discretion so determine, the admission of such shares to, or to trading on, any other market wherever situated together, if necessary, with the admission of such shares to listing on any official or otherwise prescribed list maintained by a competent or otherwise prescribed listing authority;

“Market Value”

means on any day the market value of a share of the relevant class determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 or, if shares of the relevant class are quoted on the official list of a Recognized Investment Exchange, the average of the middle market quotations of such a share as derived from the relevant Official List for the three immediately preceding dealing days or, if the Option is being exercised in the context of a Sale, the market value shall be determined by reference to the price to be paid for a share of the relevant class by the Acquiring Company;

“Option”

means the right to acquire Option Shares granted under this Agreement;

“Option Shares”

means the [—] Shares which are the subject of the Option;

“Released”

means “Released” pursuant to paragraph 1.1 of schedule 4 (the effect of which being, amongst other things, that certain restrictions on transfer referred to in paragraph 3 of schedule 2 may cease to apply to the Linked Shares that are Released);

“Relevant Transferred Shares”

the meaning given in paragraph 2.6 of schedule 2;

“Sale”

has the meaning given to it in the Articles save that unless the Board (and the Investor Director) determine otherwise, it shall not constitute a Sale where the person (or Connected Persons or group of persons Acting in Concert (as defined in the Articles)) acquiring or obtaining shares in the circumstances giving rise to the “Sale” are (in the reasonable opinion of the Board) Apax entities;

7

“Service Agreement”

the Subscriber’s service agreement with [—], dated [—], as amended or replaced from time to time;

“Share”

means a D1 ordinary share of €[—] in the capital of the Company (or such other nominal value as may be determined by the Company in general meeting from time to time);

“Tax Liability”

means any income tax, withholding tax and employee national insurance contributions (or their equivalent outside of the United Kingdom) in respect of which any Group Member has to make a payment to HMRC and which arise by reference to:

(a) the issue of any Linked Shares;

(b) the transfer of any Linked Shares or any of the Linked Shares being treated as Released;

(c) the redemption or conversion of any Linked Shares;

(d) any other event giving rise to a charge under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) occurring in connection with the acquisition, holding or disposal of the Linked Shares by the Subscriber during the ownership of any Linked Shares by the Subscriber;

(e) the Subscriber exercising the Option or acquiring Option Shares pursuant to such exercise; and/or

(f) any gain realised or deemed to have been realised by the Subscriber in respect of the Option or the Option Shares;

provided that employer’s national insurance contributions (or foreign equivalents) shall not constitute Tax Liabilities and such amounts shall be payable by the Company or other member of the Group;

“Transferred Shares”

the meaning given in paragraph 2.6 of schedule 2;

“Unreleased Shares”

means Linked Shares that have not been and are no longer capable of being Released.

8

1.2 So far as not inconsistent with the context:-

1.2.1 Any reference herein to any enactment shall be construed as a reference to that enactment as for the time being amended or re-enacted.

1.2.2 All references to the masculine gender shall be deemed also to be references to the feminine gender and all references to the singular include the plural and vice versa.

1.2.3 All references to clauses or sub-clauses are unless the context otherwise requires to clauses or sub-clauses of this Agreement.

1.2.4 The headings to clauses of this Agreement are for convenience only and have no legal effect.

1.3 In this Agreement, the Subscriber shall be deemed to cease to be an employee and/or director of a member of the Group on the Relevant Cessation Date. For these purposes, the “Relevant Cessation Date” shall be the date on which the Subscriber ceases to be an employee, consultant or director of or to any member of the Group for any reason (including death or bankruptcy) without remaining or immediately becoming an employee, consultant or director of or to any other member of the Group or the date of occurrence of a repudiatory breach by the Subscriber of the Service Agreement (or his contract of engagement) that is accepted by his employer (or the company of which he is a director or to which he is a consultant), resulting in the termination of the Subscriber’s employment, directorship or consultancy (whichever is the earlier).

1.4 The recitals to this Agreement have no legal effect and shall not affect the construction or interpretation of this Agreement (save that terms defined therein shall have the same meanings for the purpose of this Agreement).

2 GRANT OF OPTION

2.1 The Company hereby grants to the Subscriber the right, upon the terms and subject to the conditions of this Agreement exercisable to the extent that the Option has vested in accordance with, and on the dates specified in, schedule 1, to purchase the Option Shares for the Exercise Price. For the avoidance of doubt, this clause 2.1 is subject to the provisions of clause 3 and schedule 4.

2.2 The Option is granted on the Grant Date.

9

2.3 The Option may be exercised in whole or in part but (from and following a Listing) the Option may not be exercised at any time when such exercise is prohibited by any Dealing Code. Further, from and following a Listing, the Option may not be exercised at a time when the Subscriber is, or is presumed to be, a “person acting in concert” for the purposes of the Irish Takeover Rules and the issuance of Shares pursuant to such exercise (after taking into account the provisions of Schedule 4) may, in the reasonable opinion of the Board, result in the Subscriber and/or any person acting, or presumed to be acting, in concert with the Subscriber becoming obliged under the Irish Takeover Rules to make an offer for the Company (“a Concert-Party Offer”), unless the Company is in receipt of a confirmation, direction or ruling from the Irish Takeover Panel that satisfies the Board that the exercise of the Option would not result in an obligation to make a Concert-Party Offer, provided that if the Option would lapse under any provision of this Agreement upon the expiration of any period in which the Subscriber would have been entitled to exercise the Option (a “Normal Exercise Period”) but is prevented from so doing by reason of this provision then, notwithstanding any other provision of this Agreement, the Option shall continue in effect for such additional period after the Normal Exercise Period as the Board determines appropriate in order to allow the Subscriber a reasonable period during which to exercise the Option in circumstances in which the Board is satisfied would not result in an obligation to make a Concert-Party Offer. Alternatively, the Board may determine that the Option shall be cancelled on the date on which the Normal Exercise Period expires, in consideration for the right of the Subscriber to receive from the Company a cash payment in the amount equal to the Market Value of the number of Shares that would have been issuable upon exercise of the Option on such date (after taking into account the provisions of Schedule 4) over the Exercise Price.

2.4 The Option is personal to the Subscriber. It may not be transferred, assigned or charged or otherwise alienated and any purported transfer, assignment, charge or other alienation shall cause the Option to lapse forthwith.

2.5 The Option shall lapse automatically (in so far as it has not been exercised) on the earliest of:-

2.5.1 the tenth anniversary of the Grant Date;

2.5.2 the date on which it lapses under clause 2.4;

2.5.3 unless the Company otherwise decides (it being able to impose such conditions as it sees fit in the event that it exercises its discretion in this regard), 40 calendar days after the Option has become exercisable in accordance with clause 5 (but excluding clause 5.2) save that where the Subscriber is employed by a member of the Group on the date of a Sale and

10

such Sale would otherwise cause the Option to lapse under this clause 2.5.3 the Option shall lapse only in respect of such of the Option Shares as have vested as at the relevant lapse date, the balance of the Option lapsing under this clause 2.5.3 18 calendar months after the date of the Sale;

2.5.4 the Subscriber being adjudicated bankrupt by a court of law;

2.5.5 forthwith upon the Subscriber ceasing to be an Eligible Person other than in circumstances where the Subscriber is a Good Leaver;

2.5.6 the date falling 90 calendar days after the Subscriber ceases to be an Eligible Person in circumstances where the Subscriber is a Good Leaver (or such longer period as may be specified in Part B of Schedule 1 or as the Board, having obtained the consent of the Investor Director, may determine in its absolute discretion);

2.5.7 the date on which the Option has lapsed in its entirety under clause 3 and/or schedule 4;

2.5.8 unless the Board determines otherwise, on completion of any Exchange if the Subscriber has not entered into an agreement for the grant of a New Option in accordance with clause 7.

3 MANNER OF EXERCISE OF OPTIONS

3.1 To the extent that the Option has become exercisable pursuant to this Agreement, the Option may be exercised (in whole or in part) by the Subscriber, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which the Subscriber wishes to exercise the Option accompanied by:

3.1.1 the payment of the total Exercise Price due in respect of the number of Shares specified in the exercise notice, save to the extent that the Subscriber has made other arrangements for the payment of the total Exercise Price (such as, after Listing, the Subscriber selling sufficient number of the Shares as generates proceeds to pay the Exercise Price and using those proceeds to satisfy the same) which are satisfactory to the Company or the Company permits the cashless exercise of the Option pursuant to clause 3.6; and

3.1.2 if required by the Company, the amount due under clause 4.1 in respect of any Tax Liability.

11

The Subscriber acknowledges that, despite the number of Shares specified in the written notice, the Option may actually be exercised over a lower number of Shares by virtue of the operation of clause 3.3 and schedule 4 below.

3.2 Where the Option has been properly exercised, the Shares in respect of which the Option has been exercised (after taking account of the provisions of schedule 4) shall be issued and allotted or transferred pursuant to a notice of exercise within 30 calendar days of the Date of Exercise. Where any Dealing Code prohibits the issue or transfer of the relevant Shares during such 30 day period, such 30 day period shall be extended by the number of days (plus three further days) during which the prohibition applies.

3.3 Where the Subscriber has acquired Linked Shares, if the Option (or any part thereof) is properly exercised but not all of the Linked Shares have been Released, schedule 4 shall apply to determine:

3.3.1 the number of Linked Shares (if any) that shall be Released;

3.3.2 the actual number of Option Shares in respect of which the Option shall be treated as exercised at that time and which are therefore to be issued and allotted or transferred to the Subscriber; and

3.3.3 the extent to which the Option shall be deemed to have lapsed in respect of a specified number of Option Shares.

3.4 Any calculation (including but not limited to the determination of the Option Gain and the Remaining Linked Shares Value) to be carried out under clause 3.3 and schedule 4 shall be performed by the Board (whose determination shall be final and binding). The Board shall notify the Subscriber of the number of the Remaining Linked Shares which shall be treated as Released, the number of Option Shares in respect of which the Option shall be treated as exercised and the number of Option Shares in respect of which the Option shall be treated as lapsing. Examples of the intended operation of clause 3.3 and schedule 4 are contained at Appendix 1 for illustration purposes.

3.5 If and to the extent that the Subscriber:

3.5.1 serves a valid exercise notice specifying a number of Option Shares to which the exercise relates; and

3.5.2 makes a payment of an Exercise Price calculated by reference to such number; but

12

3.5.3 the Option is treated as having been exercised in respect of a reduced number of Option Shares (pursuant to clause 3.3 and schedule 4),

then the Company shall arrange for the return or repayment to the Subscriber of the relevant part of the Exercise Price.

3.6 Notwithstanding any other provision of this Agreement, if a Subscriber serves a valid exercise notice and, as a result, the Company is obliged to issue or transfer a number of Shares to the Subscriber in exchange for the payment of a corresponding Exercise Price then the Company shall, at its sole discretion, be entitled to satisfy that obligation by issuing, transferring or procuring the transfer to the Subscriber (at no cost to the Subscriber or at a cost which reflects only the nominal value of the relevant Shares) such reduced number of Shares as will (in the opinion of the Board) deliver equivalent value to the Subscriber.

3.7 The Subscriber hereby agrees that if the Option is exercised prior to a Listing the Subscriber shall, as a condition of such exercise, enter into a subscription agreement in respect of the Option Shares and deed of adherence to a shareholders agreement in the form approved by the Board.

3.8 In the event that:

3.8.1 the Board becomes aware that either (i) a General Offer has been (or is to be) made to the shareholders of the Company for the purposes of Article 14.1.1.1 or (ii) an Approved Offer (as defined in the Articles) has been (or is to be) made to the shareholders of the Company), and the Subscriber will not otherwise receive notice of that General Offer or Approved Offer (as the case may be); and

3.8.2 any of the Option Shares have vested under Schedule 1,

the Board shall (where it considers it reasonable to do so) give notice to the Subscriber that such a General Offer or Approved Offer has been (or is to be) made.

4 TAXATION MATTERS

4.1 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:-

4.1.1 the Company or other member of the Group is able to deduct or, where possible, withhold, an amount equal to the whole of the Tax Liability from the Subscriber’s net pay for the next pay period; or

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4.1.2 the Subscriber has paid to the Company or other member of the Group an amount equal to the Tax Liability; or

4.1.3 the sum of the amount that the Subscriber has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Subscriber’s net pay for the next pay period is equal to or more than the Tax Liability; or

4.1.4 the Subscriber enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company.

4.2 The Subscriber agrees that if requested to do so by the Board he shall immediately upon exercise of the Option enter into an irrevocable joint election with his employing company (or the company of which he is a director) pursuant to section 431 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom, including section 83(b) of the Code) in a form specified by the Board that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) and sections 425 to 430 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) are not to apply to such Shares.

4.3 The Subscriber hereby covenants to pay to the Company (or such other member of the Group as the Company directs) an amount equal to any Tax Liability. Without prejudice to the right of any person to enforce the covenants to pay in any other way:

4.3.1 the Subscriber hereby authorises (for all purposes, including Part II of the Employment Rights Act 1996 if and where applicable to the Subscriber) the person entitled to receive payment under this clause 4.3 (or the company which employs him, or of which he is a director, if different) to deduct (to the extent permitted by law) sufficient funds which, in the reasonable opinion of the person, would be equal to the amount due from the Subscriber from any payment made to or in respect of the Subscriber by the relevant company or the relevant person on or after the date of the event which gives rise to the Tax Liability; and

4.3.2 the Subscriber hereby agrees (to the extent permitted by law) to pay to the relevant person (or relevant company) an amount sufficient to satisfy all Tax Liability (in respect of which the Subscriber is liable under this clause 4.3) to

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the extent that such liabilities are not recovered from the Subscriber pursuant to clause 4.3.1 or otherwise to enter into such arrangements as the Company may consider appropriate to recover from the Subscriber the amount of any Tax Liability for which the Subscriber is so liable.

5 TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS

5.1 Sale or Asset Sale

5.1.1 In the event that a Sale or an Asset Sale takes place, the Option may be exercised within 40 calendar days of such Sale or Asset Sale (as applicable) occurring (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

5.1.2 In the event that the Board becomes aware that an offer has been made which, if completed, would lead to the Option becoming exercisable under clause 5.1.1 above, it may at its absolute discretion resolve that the Option becomes exercisable under clause 5.1.1 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1) within such period as is determined by the Board and notified to the Subscriber (prior to any Sale or Asset Sale as mentioned in clause 5.1.1) and, in the event that the Option is not exercised during this period, it shall lapse to the extent provided by clause 2.5.3 but as if the reference to “40 calendar days after the Option has become exercisable in accordance with clause 5 (but excluding clause 5.2)” in that clause reads “on the expiry of the period determined by the Board under clause 5.1.2”.

5.2 Listing

5.2.1 An Option may be exercised on or following a Listing in accordance with clause 5.2.2 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

5.2.2 As soon as the Board has become aware that firm negotiations have been entered into or firm proposals have been made for the Listing, the Board may notify the Subscriber that such negotiations or proposals have been entered into or made. Within one week of such notification, the Subscriber may exercise the Option (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1). The Board may specify in the notification that the exercise of the Option under this clause 5.2.2 shall be conditional upon completion of the Listing (and for the purposes of this clause 5.2, “completion” in relation

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to a Listing shall be the admission or granting of permission referred to in the definition of “Listing”) and in such a case, in the event that the Listing does not proceed, the notice of exercise shall be deemed never to have been served.

5.3 Exchange of Options

5.3.1 In the event that a Sale takes place, the Subscriber may at any time within six months of the Sale by agreement with the Acquiring Company release his rights under the Option (in this clause referred to as “the old rights”) in consideration for the grant to him of rights (in this clause referred to as “the new rights”) which are equivalent to the old rights but relate to shares in a different company.

5.3.2 The new rights referred to in clause 5.3.1 above shall not be regarded for the purposes of this clause 5 as equivalent to the old rights unless:

5.3.2.1 the new rights are granted to the Subscriber by reason of his employment or office (as director) with the Acquiring Company or any of its 51% subsidiaries;

5.3.2.2 the total Market Value of the Shares which are the subject of the Option immediately before the release of the Subscriber’s old rights is substantially equivalent to the total Market Value of the shares (which are the subject of the new rights) immediately after the grant of the new rights to the Subscriber; and

5.3.2.3 the total amount payable by the Subscriber for the acquisition of shares in pursuance of the new rights is substantially equivalent to the total amount that would be payable for the acquisition of Shares which are the subject of the Option in pursuance of the old rights.

5.3.3 Where any new rights are granted pursuant to this clause 5.3 this Agreement shall in relation to the new rights be construed as if references to the Company and to the Shares were references to the Acquiring Company or as the case may be to the company in whose shares the new rights relate and to the shares of the Acquiring Company or of the other company in whose shares the new rights relate.

5.4 Liquidation

If the Company passes an extraordinary resolution for dissolution and consequential voluntary winding up of the Company, the Option may be exercised until the

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commencement of such winding up (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1) at the expiry of which period it shall lapse.

6 VARIATION OF SHARE CAPITAL

6.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, or if any of the shares in the Company are to be converted to shares of another class pursuant to the provisions of the Articles (including, but not limited to, a conversion of ordinary “D1” shares into “A” ordinary shares and/or Deferred Shares immediately prior to a Listing), the limit on the number of Shares available under the Option, the number, class and nominal amount of Shares subject to the Option (the definition of “Shares” being adjusted accordingly), the Exercise Price for each of those Shares and the number of Option Shares referred to in paragraph 1 of each of Part A and Part B of Schedule 1 may, at the discretion of the Company, be adjusted in such manner as the Board considers reasonable PROVIDED THAT:-

6.1.1 the aggregate amount payable on the exercise of an Option in full is not increased (subject to clause 6.1.2); and

6.1.2 the Exercise Price for a Share is not reduced below its nominal value.

7 EXCHANGE OF OPTION FOR NEW OPTION

7.1 If the Company is or is to be the subject of a transaction whereby all or substantially all of the issued share capital of the Company is or is to be exchanged for issued share capital in another company or body corporate, wherever incorporated, (the “New Company”) with the result that (in the reasonable opinion of the Board) the beneficial ownership of the issued share capital in the New Company is (or is to be) substantially the same as the beneficial ownership of the issued share capital in the Company immediately prior to such transaction (the “Exchange”), the Subscriber shall (if so requested by the Company) release his rights (including his right to acquire Shares) under this Agreement (the “Old Option”) in consideration for the grant to him of equivalent rights granted by the New Company (including a right to acquire shares in the New Company) (the “New Option”). The determination of such equivalence shall be made in the sole discretion of the Board whose decision shall be final and binding.

7.2 The New Option shall be on terms and conditions that are (in the opinion of the Board) equivalent to the terms and conditions of this Agreement save that where a provision in this Agreement refers to the Company the corresponding provision in the

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agreement governing the New Option (the “New Option Agreement”) shall (unless the Board considers the context requires otherwise) instead refer to the New Company, provided that:

7.2.1 the number (and class) of shares in the New Company subject to the New Option may be different to the number (and class) of Shares subject to the Old Option, provided that (in the opinion of the Board) there shall be no material enlargement or dilution of the Subscriber’s interest; and

7.2.2 the exercise price payable per share of the New Company under the New Option may be different to the Exercise Price per Share under the Old Option, provided that (i) the exercise price per share of the New Company under the New Option shall be at least the nominal value of such share and (ii) the aggregate exercise price for all of the shares of the New Company subject to the New Option immediately after the Exchange shall be substantially equivalent to the aggregate Exercise Price of all of the Shares subject to the Old Option immediately prior to the Exchange.

7.3 Where a New Option is to be granted, the New Option Agreement shall contain provisions which (in the opinion of the Board) are equivalent to those contained herein (including for the avoidance of doubt those contained in schedule 2) relating to Linked Shares, but instead relating to shares (“New Shares”) for which any Linked Shares have been exchanged and (without limitation) the terms of the relevant agreement may:

7.3.1 reflect the fact that the New Shares relate to another corporation or company, including a foreign corporation or company, as the case may be, (rather than the Company); and

7.3.2 take account of any other matters (such as, without limitation, variations between the Articles and the constitutional documents governing the corporation or company in which the New Shares are issued and in the case of the corporation or company being incorporated in another jurisdiction, differences between the laws of Malta and the laws applicable to such company or corporations) that the Board considers necessary or desirable to give effect to the commercial intention of the arrangement envisaged by this Agreement.

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8 ADDITIONAL PROVISIONS

The provisions of schedule 2 apply and relate (amongst other things) to the terms of the Subscriber’s holding of any Linked Shares, certain restrictions relating to the same and matters relating to the conversion of shares.

9 POWER OF ATTORNEY

9.1 The Subscriber:

9.1.1 hereby irrevocably appoints the Company as his attorney (“Attorney”) for all purposes referred to in this Agreement or any New Option Agreement and irrevocably authorises the Attorney (on the Subscriber’s behalf) to execute any and all document(s) and to do any and all acts and things as the Attorney in its absolute discretion considers necessary or desirable in order to give full effect to the terms of this Agreement, the New Option Agreement, the terms of the Articles (or the articles of association of the New Company) or the release of the Old Option and grant of the New Option in connection with the Exchange. Every attorney that may be appointed by virtue of this clause shall be considered to act singly as the true and lawful attorney of the Subscriber with full power of substitution as specified herein;

9.1.2 agrees that the Attorney may in his name or otherwise on the Subscriber’s behalf:

9.1.2.1 execute any stock transfer form and any other documents and do all things necessary in order to transfer any Linked Shares or New Shares in accordance with this Agreement or the Articles (or the articles of association of the company in which the New Shares are issued) including, without prejudice to the generality to the foregoing, any transfer pursuant to a Drag Along Notice;

9.1.2.2 accept any Company Transfer Notice or EBT Transfer Notice served in accordance with this Agreement or the New Option Agreement and execute any stock transfer form and any other documents and do all things necessary in order to transfer Unreleased Shares pursuant thereto;

9.1.2.3 accept any Company Conversion Information Notice (or other document) served in accordance with this Agreement or the New Option Agreement;

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9.1.2.4 serve a Conversion Notice (or other document) in accordance with this Agreement or the New Option Agreement;

9.1.2.5 receive and comply with a Drag Along Notice;

9.1.2.6 make any tax filing or claim for relief or exemption that the Attorney considers necessary or desirable in connection with any transfer referred to at 9.1.2.1 above;

9.1.2.7 execute any New Option Agreement on the Subscriber’s behalf;

9.1.2.8 approve any alteration to this Agreement or the New Option Agreement pursuant to clause 10 (or equivalent provisions of the New Option Agreement);

9.1.2.9 accept and retain any share certificate issued in respect of any Linked Shares or New Shares;

9.1.2.10 sign any written resolution of the shareholders of the Company or New Company (or of the holders of the relevant class of shares in the Company or New Company) that the Board considers to be necessary or desirable for the purposes of or in connection with the IPO (as defined in schedule 2 but as if the reference to “Company” in such definition were to “Company or New Company”) or any pre-IPO restructuring, reconstruction or amalgamation involving the share capital of the Company or New Company (“Resolutions”) including without prejudice to the generality of the foregoing any reorganisation, conversion or reclassification of all or any of the share capital of the Company or New Company and/or the alteration, abrogation or variation of the rights attached to any Linked Shares or New Shares; and/or

9.1.2.11 in lieu of signing a written resolution as aforesaid, to appoint a proxy to attend and vote on his or her behalf on any Resolutions to be proposed at a general meeting of the Company or New Company at the discretion of the Attorney and to approve, in writing or otherwise, any consent to the convening of any such meeting at short notice.

9.2 The Subscriber hereby authorises the Attorney to:

9.2.1 delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute

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attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise, and vary or revoke such delegation at any time; and

9.2.2 appoint one or more persons to act as substitute attorney for the Subscriber and to exercise one or more of the powers conferred on the Attorney by this power of attorney and revoke any such appointment,

provided that neither of the above appointments shall constitute the appointment of a new attorney (for the same business of the mandate created by virtue of clause 9.1 or otherwise) or the revocation of the said mandate given to the Attorney.

9.3 The Subscriber undertakes:

9.3.1 to promptly notify the Attorney of, and deliver to the Attorney, anything received by the Subscriber in its capacity as the registered holder of any Linked Shares or New Shares;

9.3.2 to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney and hereby ratifies and confirms and agrees to ratify and confirm any act whatsoever the Attorney shall lawfully do or cause to be done and all documents executed by the Attorney in the exercise or proposed exercise of all or any of his powers; and

9.3.3 to indemnify and hold each Attorney harmless against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

9.4 The Subscriber declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact. The Attorney is expressly authorized to act under this Power of Attorney.

9.5 The Subscriber agrees that the Attorney shall not accept any responsibility and shall not be under any liability for any act or omission of the Attorney or any of its representatives (save in the case of the Attorney’s own fraud, negligence or wilful misconduct).

9.6 The Subscriber agrees that the power of attorney and other authorities on the terms conferred by or referred to in this Agreement (including but not limited to the

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authority granted in terms of paragraph 1.2.5 of schedule 2) are given by way of security for the performance of the obligations of the Subscriber and are irrevocable, to the extent permitted by applicable law, in accordance with section 4 of the Powers of Attorney Act 1971 and, in terms of Maltese law in so far as it may be applicable, article 1887 of the Civil Code (Cap. 16 of the Laws of Malta). Such power of attorney shall be irrevocable except with written consent of the Attorney.

9.7 The Board shall notify the Subscriber as soon as reasonably practicable following the Exchange of the release of the Old Option and the grant of the New Option or of any pre-IPO restructuring, reconstruction or amalgamation involving the share capital of the Company or New Company. Notwithstanding such release the power of attorney granted under this clause 9 shall remain valid, binding and in existence.

9.8 The power of attorney granted under this clause 9 is without prejudice (and in addition) to any power of attorney contained in the Articles (or the articles of association of the New Company).

10 VARIATION AND RELATED MATTERS

10.1 The terms of this Agreement shall in all respects be administered by the Board, and in the event of any dispute or disagreement as to the interpretation of this Agreement, or as to any question or right arising from or related to this Agreement, the decision of the Board shall be final and binding upon all persons. It is expressly agreed and understood by and between the parties to this Agreement that: from time to time during the term hereof there may be information relating to the Company and/or the Group which is considered by the Board to be of a commercially sensitive nature and/or which it would not be in the best interests of the Company to disclose to all shareholders of the Company, and accordingly disclosure of such information to the Subscriber should be withheld; the determination as to what information shall fall within this category is considered to constitute a question related to this Agreement on which the decision of the Board shall be final and binding upon all persons as aforesaid; and that for all intents and purposes the Subscriber hereby grants his unconditional waiver to the right to receive such information as the board of directors may determine from time to time, including during or for the purposes of a general meeting of the shareholders of the Company.

10.2 Subject to clause 10.4 and 7.3, the board of directors for the time being of the Company may at any time and from time to time make any alteration to this Agreement which it thinks fit provided that:

10.2.1 any alteration to this Agreement which is necessary to comply with or to take account of any applicable legislation or statutory regulations or any change

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in them, or any requirements of any tax authority or to obtain or maintain favourable taxation, exchange and/or regulatory treatment for the Company, any Group member or the Subscriber, may be made without the consent of the Subscriber; and

10.2.2 (subject to clause 10.2.1) no alteration which would materially and unfairly increase the liability of the Subscriber or materially and unfairly decrease the value of his subsisting rights under this Agreement shall be made without the Subscriber’s prior written consent.

10.3 Subject to clause 10.2, clause 10.4 and clause 7.3, no variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to this Agreement.

10.4 In the event that any Linked Shares or New Shares are to be converted pursuant to the provisions of Article 7.6 of the Articles (or the equivalent provisions in relation to New Shares) in connection with a Listing, then the Board may (by simple board resolution) make any alteration to this Agreement or the New Option Agreement, as the case may be, which it thinks fit so that the provisions of this Agreement or the New Option Agreement, as the case may be, apply (from and after the relevant conversion) to the shares into which such Linked Shares or New Shares have converted including but not limited to, providing that any Linked Shares or New Shares that would have been the subject of a Company Conversion Information Notice under this Agreement in connection with a Sale shall instead be subject to compulsory transfer to an Employee Benefit Trust or other party nominated by the Company or to the acquiring entity in such Sale for no (or nominal) consideration.

11 MISCELLANEOUS

11.1 This Agreement shall be binding upon each party’s successors and assigns and personal representatives (as the case may be) but except as expressly provided herein none of the rights of the parties under this Agreement may be assigned or transferred.

11.2 Notwithstanding any other provision of this Agreement:

11.2.1 this Agreement shall not form part of any contract of employment or office between the Company or any other member of the Group and the Subscriber and the rights and obligations of the Subscriber under the terms of his office or employment with the Company or any other member of the Group shall not be affected by this Agreement and this Agreement shall afford the Subscriber no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever; and

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11.2.2 this Agreement shall not confer on the Subscriber any legal or equitable rights (other than those constituting the Option) against the Company or any other member of the Group directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any other member of the Group; and

11.2.3 the Subscriber shall not be entitled to any compensation or damages for any loss or potential loss which (s)he may suffer by reason of being unable to exercise the Option (or have any Linked Shares Released) in consequence of the loss or termination of his office or employment with the Company or any other member of the Group for any reason whatsoever.

11.3 Any notice or other communication under or in connection with this Agreement may be given:

11.3.1 by personal delivery or by sending the same by post, to the Subscriber at his last known address, or to the address of the place of business at which he performs the whole or substantially the whole of his duties of his office or employment, and to the Company at its registered office and where a notice or other communication is given by first class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped; or

11.3.2 to the Subscriber by electronic communication to his usual business address or to such other address for the time being notified for that purpose to the person giving the notice.

11.4 This Agreement constitutes the whole agreement between the parties hereto. The Subscriber agrees that in entering into this Agreement he does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding other than as set out in this Agreement. The only remedy available to the Subscriber in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of this Agreement. Nothing in this sub-clause shall operate to exclude liability for fraud.

11.5 The Subscriber shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction in order to permit the grant or exercise of the Option. Neither the Company nor any other member of the Group shall be responsible for any failure by the Subscriber to obtain any such consent or for any tax or other liability to which the Subscriber may become subject as a result of his exercise of the Option.

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11.6 After exercise of the Option and acquisition of the Option Shares, the Subscriber shall become bound by the provisions of the Articles (a copy of which is appended to and forms part of this Agreement) and in particular in relation to the provisions relating to the transfer of shares which are contained in the Articles.

11.7 The Subscriber consents that the Company shall collect and process his/her personal data for the purposes set out in this Agreement and in terms of the Data Protection Act (Cap. 440 of the Laws of Malta) or similar laws in other applicable jurisdictions. The Subscriber further consents to the processing and release of the information contained herein by the Company (including, but without prejudice to the generality of the foregoing, such person’s name, address, age and salary details) to any other members of the Group or any third parties in connection with the administration of this Agreement or for the purpose of complying with any legal obligations. To the extent required by law, the Subscriber has the right to access data which the Company holds about him, and, where applicable, the right to ask for a rectification or erasure of such data.

11.8 This deed may be executed in any number of counterparts each of which shall constitute an original but all of which shall constitute one and the same instrument.

11.9 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, save that any person which is obliged to account for any Tax Liability shall be entitled to enforce clause 3 and that any holding company of the Company (from time to time) may enforce any of the provisions of this Agreement (“holding company” having the meaning given in section 1159 Companies Act 2006 for this purpose (but, for the purposes of section 1159(1) of the Companies Act 2006, a company shall be treated as a member of another company if any shares in that other company are registered in the name of either (a) a person by way of security (where the company has provided the security) or (b) a person as nominee for the company)). This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. The Company may assign any of its rights under this Agreement.

11.10 This Agreement (including the power of attorney granted hereunder) shall be interpreted and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly, any suit, action or proceedings arising out of or in connection with this Agreement shall be brought in such courts.

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IN WITNESS whereof the parties have executed this Agreement as a Deed on the date set out above.

EXECUTED AS A DEED by	)
MIDASPLAYER INTERNATIONAL	)
HOLDING COMPANY P.L.C.	)
acting by a director in the presence	)
of a witness:-	)
		Director

Witness’ Signature:

Witness’ Name:

Witness’ Address:

Witness’ Occupation:

EXECUTED AS A DEED by	)
[—]	)
in the presence of:-	)

Witness’ Signature:

Witness’ Name:

Witness’ Address:

Witness’ Occupation:

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Schedule 1

Part A

Time-based Vesting

For the purposes of this Agreement:

1. this Part A of Schedule 1 shall apply to [—] of the Option Shares (the ‘Type A Option Shares’);

2. one twelfth of the Type A Option Shares shall vest 3 months after the Effective Date;

3. a further one twelfth of the Type A Option Shares shall vest 6 months after the Effective Date with an additional one twelfth vesting after each 3 month period thereafter (with the intent that 100% of the Type A Option Shares will have vested 36 months after the Effective Date),

and the Option shall be exercisable in relation to the Type A Option Shares at any time after the date it has first vested (to the extent vested in respect of the Type A Option Shares).

Notwithstanding any of the above:

(a) no Type A Option Shares shall vest after the date on which the Subscriber ceases to be employed by (or a director of) the Company or any member of the Group (“Cessation Date”) unless the Board (having obtained the consent of the Investor Director) determines otherwise save that:

(i) in the event that the relevant member of the Group that is the Subscriber’s employer terminates his employment (otherwise than in circumstances where it is entitled to do so summarily under the terms of the Service Agreement) and the Subscriber’s employer makes a payment in lieu of any part of the contractual notice period, any Type A Option Shares that would have vested under paragraphs 2 and 3 above during the period that would otherwise have been the notice period shall be treated as having vested on the Cessation Date; and

(ii) in the event of a Change of Control Termination, 100% of any of the Type A Option Shares that would have vested under paragraphs 2 and 3 above during the period of three calendar years commencing on the date of the Change of Control Termination shall be treated as vested on the Cessation Date; and

(b) no Type A Option Shares shall vest after the date of a Sale (save to the extent the Board, having obtained the consent of the Investor Director, determines otherwise and save to the extent they vest under paragraph (a)(ii) above);

and, if any of the Type A Option Shares are no longer capable of vesting, the Option shall lapse immediately with respect to those Type A Option Shares that shall not vest.

Part B

Performance vesting

For the purposes of this Agreement:

1. this Part B of Schedule 1 shall apply to [—] of the Option Shares (the ‘Type B Option Shares’) being those Option Shares to which Part A does not apply;

2. in the event that:

(a) at any point during the First Minimum Service Period the average of the Closing Prices over any period of six consecutive calendar months meets or exceeds the Target Price; or

(b) at any point after the First Minimum Service Period ends but prior to the expiry of the First Performance Period the average of the Closing Prices over any period of three consecutive calendar months meets or exceeds the Target Price; or

(c) at any point from the start of the First Minimum Service Period until the expiry of the First Performance Period a Sale occurs and the price being paid by the Acquiring Company for each share in the Company as part of that Sale meets or exceeds the Target Price in the opinion of the Board, acting reasonably;

then 33% of the Type B Option Shares (rounded down to the nearest whole number) shall vest (in the case of paragraph 2(a), on the earliest of: (i) the last day of the First Minimum Service Period; (ii) the Subscriber becoming a Good Leaver (provided that the condition in paragraph 2(a) had been met by that date); and (iii) immediately prior to a Sale; in the case of paragraph 2(b), immediately the condition in that paragraph is satisfied; and in the case of paragraph 2(c), immediately prior to the Sale);

3. in the event that:

(a) at any point during the Second Minimum Service Period the average of the Closing Prices over any period of six consecutive calendar months meets or exceeds the Target Price; or

(b) at any point after the Second Minimum Service Period ends but prior to the expiry of the Second Performance Period the average of the Closing Prices over any period of three consecutive calendar months meets or exceeds the Target Price; or

(c) at any point from the start of the Second Minimum Service Period until the expiry of the Second Performance Period a Sale occurs and the price being paid by the Acquiring Company for each share in the Company as part of that Sale meets or exceeds the Target Price in the opinion of the Board, acting reasonably;

then a further 33% of the Type B Option Shares (rounded down to the nearest whole number) shall vest (in the case of paragraph 3(a), on the earliest of: (i) the last day of the Second Minimum Service Period; (ii) the Subscriber becoming a Good Leaver (provided that the condition in paragraph 3(a) had been met by that date); and (iii) immediately prior to a Sale; in the case of paragraph 3(b), immediately the condition in that paragraph is satisfied; and in the case of paragraph 3(c), immediately prior to the Sale);

4. in the event that:

(a) at any point during the Third Minimum Service Period the average of the Closing Prices over any period of six consecutive calendar months meets or exceeds the Target Price; or

(b) at any point after the Third Minimum Service Period ends but prior to the expiry of the Third Performance Period the average of the Closing Prices over any period of three consecutive calendar months meets or exceeds the Target Price; or

(c) at any point from the start of the Third Minimum Service Period until the expiry of the Third Performance Period a Sale occurs and the price being paid by the Acquiring Company for each share in the Company as part of that Sale meets or exceeds the Target Price in the opinion of the Board, acting reasonably;

then a further 34% of the Type B Option Shares (rounded down to the nearest whole number) shall vest (in the case of paragraph 4(a), on the earliest of: (i) the last day of the Third Minimum Service Period; (ii) the Subscriber becoming a Good Leaver (provided that the condition in paragraph 4(a) had been met by that date); and (iii) immediately prior to a Sale; in the case of paragraph 4(b), immediately the condition in that paragraph is satisfied; and in the case of paragraph 4(c), immediately prior to the Sale);

and the Option shall be exercisable in relation to the Type B Option Shares at any time after the date it has first vested (to the extent vested in respect of the Type B Option Shares).

Notwithstanding any of the above:

(a) no Type B Option Shares shall vest after the date on which the Subscriber ceases to be employed by (or a director of) the Company or any member of the Group unless the Board (having obtained the consent of the Investor Director) determines otherwise save that:

(i) in the event that the relevant member of the Group that is the Subscriber’s employer terminates his employment (otherwise than in circumstances where it is entitled to do so summarily under the terms of the Service Agreement) and the Subscriber’s employer makes a payment in lieu of any part of the contractual notice period then, for the purposes of clause 2.5.6, the Option shall not lapse under that clause 2.5.6 in respect of the Type B Option Shares until the date falling three calendar months after the expiry of the contractual

notice period and Type B Option Shares shall continue to be capable of vesting in accordance with the provisions of this Part B during the period that would otherwise have been the notice period and shall cease to be capable of vesting on the last day of the period that would otherwise have been the notice period; and

(ii) in the event of a Change of Control Termination that occurs prior to a Sale, 100% of any of the Type B Option Shares that become vested under paragraphs 2(c), 3(c) and 4(c) of this Part B in relation to that Sale shall be treated as vested immediately prior to the Sale;

(b) no Type B Option Shares shall vest after the date of a Sale (save to the extent the Board, having obtained the consent of the Investor Director, determines otherwise);

(c) no Type B Option Shares shall vest (including under paragraph (a) above) prior to the occurrence of a Listing;

and, if any of the Type B Option Shares are no long capable of vesting, the Option shall lapse immediately with respect to those Type B Option Shares that shall not vest.

For the purposes of this Agreement:

“Closing Price” means the closing price for a Share as derived from the relevant Official List;

“First Minimum Service Period”, “Second Minimum Service Period” and “Third Minimum Service Period” means such periods as commence on the date of completion of a Listing and end on the third, fourth and fifth anniversary of such date respectively;

“First Performance Period”, “Second Performance Period” and “Third Performance Period” means such periods as commence on the date of completion of a Listing and end on the fifth, sixth and seventh anniversary of such date respectively;

“Target Price” means:

(a) in the case of paragraph 1, $65 reduced by the amount of any dividends paid on a Share during the First Performance Period;

(b) in the case of paragraph 2, $80 reduced by the amount of any dividends paid on a Share during the Second Performance Period;

(c) in the case of paragraph 3, $95 reduced by the amount of any dividends paid on a Share during the Third Performance Period;

in each case as calculated at the sole discretion of the Board (who may make such amendments to the definition of Target Price as they deem necessary, acting reasonably, in the event of any consolidation, sub-division, bonus issue, reduction of capital, share buy-back or other reorganisation of shares in the Company).

Schedule 2

Linked Shares

1 TERMS OF HOLDING OF LINKED SHARES

1.1 The parties acknowledge that the Subscriber may in the future acquire Linked Shares. The Subscriber agrees to hold such Linked Shares subject to the terms and conditions of this Agreement and the Articles.

1.2 The Subscriber:

1.2.1 confirms, warrants and undertakes that he will acquire the Linked Shares on his own behalf for investment purposes and not for re-sale;

1.2.2 confirms, warrants and undertakes that in deciding to apply for the Linked Shares, he will make his own assessment of the risks and opportunities involved and will not rely upon any warranty, representation, or inducement from any person;

1.2.3 shall undertake all such acts, things and deeds necessary to effect a conversion, redemption, forfeiture and sale of any Linked Shares in accordance with the Articles and this Agreement;

1.2.4 undertakes that (if required by the Company and if applicable to the Subscriber) he shall (within such timescale as may be required by the Company) enter into an election under section 83(b) of the Code or under section 431(1) of ITEPA, or any other similar procedure under applicable law, such that any restrictions attaching to the Linked Shares will be ignored when valuing the Linked Shares for tax purposes;

1.2.5 irrevocably agrees to the appointment of any officer of the Company to negotiate and agree on his behalf with HMRC the restricted and/or unrestricted market value of the Linked Shares for tax purposes;

1.2.6 agrees that the Company may retain the share certificate in respect of the Linked Shares;

1.2.7 absolutely and irrevocably waives any right to:

1.2.7.1 receive any dividends (including any assets distributed in lieu or satisfaction of any dividends) in respect of the Linked Shares, save for any

such dividends in respect of any Linked Shares which are Released (in relation to which, with effect from the relevant Linked Shares becoming Released, such waiver shall not apply);

1.2.7.2 participate in any bonus issues of shares in the capital of the Company arising by virtue of the Linked Shares, save for any such bonus issue arising by virtue of any Linked Shares which are Released (in relation to which, with effect from the relevant Linked Shares becoming Released, such waiver shall not apply); and

1.2.7.3 in his capacity as a holder of Linked Shares, receive notice of, and attend and vote (whether in person, by proxy or otherwise) at, any general meeting of the Company, save in respect of any Linked Shares which are Released (in relation to which, with effect from the relevant Linked Shares becoming Released, such waiver shall not apply), and the Subscriber undertakes not to exercise any voting rights attaching to any of the Linked Shares prior to them becoming Released save in relation to a resolution to approve any alteration or abrogation of the rights attaching to the Linked Shares to the extent required by the Articles, if any.

2 COMPULSORY TRANSFER OF SHARES/SHARE CONVERSION

2.1 In the event that on the Relevant Cessation Date the Subscriber holds Linked Shares (not being Shares which are the subject of a Conversion Notice or shares into which the same have been converted) that are on that date Unreleased Shares, whether by reason of the Option lapsing under clause 2.5 or clause 5 or Schedule 1 of this Agreement, or the Option having been exercised in full and not all of the Linked Shares being Released, the Unreleased Shares shall, prior to a Listing, be Compulsory Sale Shares within the meaning of the Articles and the Subscriber shall be deemed to have given a Compulsory Sale Notice as defined in the Articles with respect to such shares in accordance with Article 13.1 provided, however, that notwithstanding any provision of Article 13, the price for the Unreleased Shares determined in accordance with Article 13.5 shall be the price determined in accordance with Article 13.5.1 and the Subscriber hereby waives any and all entitlement to the price determined in accordance with Article 13.5.2 for the Unreleased Shares, even in circumstances in which the Subscriber is a Good Leaver within the meaning of the Articles.

2.2 In the event that the Subscriber holds Unreleased Shares (whether before or after the Relevant Cessation Date), the Company may at any time prior to Listing by notice in writing (the “Company Transfer Notice”) to the Subscriber require the Subscriber to transfer some or all of the Unreleased Shares to the Company pursuant to

Article 11.3.10 on a date specified by the Company (the “Company Transfer Date”), but no earlier than 14 calendar days after the date of the Company Transfer Notice, in consideration for a payment to the Subscriber equal to the lesser of (i) the price paid by the Subscriber on subscription for the Unreleased Shares subject to the Company Transfer Notice or (ii) the Fair Price of the Unreleased Shares subject to the Company Transfer Notice on the Company Transfer Date less 25%.

2.3 In the event that the Subscriber holds Unreleased Shares (whether before or after the Relevant Cessation Date), the Company may by notice in writing (the “EBT Transfer Notice”) at any time to the Subscriber require the Subscriber to transfer some or all of the Unreleased Shares to an Employee Benefit Trust or other third party nominated by the Company on a date specified by the Company (the “EBT Transfer Date”), but no earlier than 14 calendar days after the date of the EBT Transfer Notice, in consideration for a payment to the Subscriber equal to the lesser of (i) the price paid by the Subscriber on subscription for the Unreleased Shares subject to the EBT Transfer Notice or (ii) the Fair Price (before Listing) or the Market Value (from Listing) of the Unreleased Shares subject to the EBT Transfer Notice on the EBT Transfer Date less 25%.

2.4 In the event that a Sale is to occur, the Company may notify the Subscriber in writing by a notice substantially in the form set out in schedule 3 (“Company Conversion Information Notice”) of:

2.4.1 the number of Linked Shares which will be the subject of the Conversion Notice, being the number of Linked Shares which have not been Released as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of Linked Shares which have not been Released as is determined by the Board; and

2.4.2 the date to be specified by the Subscriber in the Conversion Notice for the Linked Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale).

2.5 In the event a Company Conversion Information Notice is served pursuant to paragraph 2.4, the Subscriber shall, prior to the Conversion Date (but in any event within 7 calendar days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7 of the Articles, to convert the number of Linked Shares equal to the Conversion Number into Deferred Shares on the Conversion Date (taking effect immediately prior to the relevant Sale so that the Conversion Number of Linked Shares are converted into Deferred Shares immediately prior to the Sale). This provision is without prejudice to clause 9.1.2.4 of the Agreement.

2.6 Notwithstanding any other provision of this Agreement, in the event that (i) Linked Shares which have not been Released are transferred by the Subscriber pursuant to Article 13 and/or paragraph 2.1 of this Schedule (“Transferred Shares”) and (ii) the Option is exercised on or after the Relevant Cessation Date and such exercise would have been settled by some or all of the Transferred Shares being Released had they still been held by the Subscriber (such shares being the “Relevant Transferred Shares”), then (i) the Company may reduce the number of Shares or New Shares issuable upon exercise of the Option after the Relevant Cessation Date by such number as is equal in value, based on the Market Value on the date of exercise, to the amount paid to the Subscriber upon the transfer of his Relevant Transferred Shares pursuant to Article 13 and/or paragraph 2.1 of this Schedule, or (ii) the Subscriber shall, upon notice from the Company, agree and direct that such amount shall be deducted from the proceeds of any sale of such Shares or New Shares and paid directly to the Company, or (iii) the Subscriber shall agree to pay such amount to the Company directly or, if the Company so agrees, by way of deduction from salary or other remuneration payable to him.

2.7 Notwithstanding any provision of Article 13, in the event that the Subscriber is deemed to give a Compulsory Sale Notice which relates (in whole or part) to Linked Shares which are neither Released nor Unreleased Shares, the Subscriber agrees that the price for such Linked Shares determined in accordance with Article 13.5 shall be the price determined in accordance with Article 13.5.1 and the Subscriber hereby waives any and all entitlement to the price determined in accordance with Article 13.5.2 for the relevant Linked Shares, even in circumstances in which the Subscriber is a Good Leaver within the meaning of the Articles.

3 SHARE TRANSFER

The Subscriber shall not, otherwise than pursuant to a Sale, an Exchange or the operation of Articles 13 or 15 of the Articles, without the prior written consent of the Board (subject to the approval of the Investor Director) (such consent to be made subject to such conditions as the Board may require), or paragraph 2 of this Agreement, transfer the Linked Shares or enter into any arrangement which may place any Encumbrance on the Linked Shares. In the event that the Subscriber wishes to transfer any Linked Shares to a Permitted Transferee (as such term is defined in the Articles) pursuant to any of Articles 11.3.1 to 11.3.3 of the Articles, the Subscriber shall serve notice on the Board identifying the number of Linked Shares to be transferred and the identity of the relevant Permitted Transferee and the

Board will consent to the relevant transfer for the purposes of this paragraph 3 provided that the Subscriber and the Permitted Transferee first enter into an agreement with the Company in such form and containing such provisions as the Board may require (in particular, to ensure that the commercial intentions of the arrangements set out in this Agreement are maintained despite the Linked Shares having been transferred to the Permitted Transferee and accordingly restricting the ability of the Permitted Transferee to transfer the Linked Shares and requiring the compulsory transfer, conversion or forfeiture of the Linked Shares in relevant circumstances). Where the Linked Shares are listed on a stock exchange, this paragraph 3 shall not apply in respect of such number of the Linked Shares as have been Released.

4 MARKET STANDOFF

4.1 The Subscriber agrees that in the event of a Listing, with respect to the Linked Shares and any Shares acquired by the Subscriber pursuant to the exercise of the Option, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing), the Subscriber will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) calendar days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of Shares permitted under paragraph 4.2 so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this paragraph 4.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this clause and to impose stop transfer instructions with respect to the Shares until the end of such period. The Subscriber further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

4.2 The following transfers will be exempt from paragraph 4.1: (i) the transfer of any or all of the Shares during the Subscriber’s lifetime by gift or on the Subscriber’s death by will or intestacy to any member(s) of the Subscriber’s “Immediate Family” (as defined below) or (ii) to a trust for the benefit of the Subscriber and/or member(s) of the Subscriber’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of paragraph 4.1 will continue to apply to the transferred Shares in the hands of such transferee or other recipient. The term “Immediate Family” means the Subscriber’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of the Subscriber or the Subscriber’s spouse, or the spouse of any of the above or Spousal Equivalent. A person is deemed to be a “Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the transferee and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither is married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last twelve (12) months and intend to do so indefinitely.

Schedule 3

Company Conversion Information Notice

To: [Subscriber]

[Address]

Date:

This notice is served pursuant to paragraph 2 of schedule 2 of the individual option and subscription agreement entered into between you and Midasplayer International Holding Company p.l.c. (“Company”) on [                    ] (“Subscription Agreement”).

Pursuant to paragraph 2.4 of schedule 2 of the Subscription Agreement, you are required to serve a notice on the Company in the form attached, requesting that the Conversion Number (as specified below) of your Linked Shares (as defined in the Subscription Agreement) convert into Deferred Shares on the Conversion Date (as specified below) in connection with a Sale:

Conversion Number:

Conversion Date:

On behalf of Midasplayer International Holding Company p.l.c.

Conversion Notice

To: Midasplayer International Holding Company p.l.c.

[Address]

Date: [                    ]

Dear Sirs,

Conversion Notice

This notice is served pursuant to Article 7.7 of the articles of association (“Articles”) of Midasplayer International Holding Company p.l.c. In accordance with the Articles, notice is hereby given that the number of D3 Ordinary Shares specified below shall convert into Deferred Shares on the Conversion Date specified below. It is acknowledged that this conversion is intended to take effect immediately prior to the relevant Sale.

Conversion Number of D3 Ordinary Shares:                

Conversion Date:                

Signed

By [Subscriber] [acting by [insert name of agent / attorney] being such person’s duly appointed [agent / or attorney]]

[[and in the case of a notice exercised by an attorney]

Witnessed by:	[Witness signature]
Witness name:	[Insert name of witness]
Witness address:	[Insert address]]

Schedule 4

1 CALCULATION TO BE PERFORMED ON EXERCISE

1.1 Where the Subscriber has acquired Linked Shares, if the Option has been properly exercised but not all of the Linked Shares have been Released then this paragraph 1.1 shall apply to determine (a) the number of Linked Shares that are Released; and (b) the actual number of Option Shares in respect of which the Option shall be treated as exercised at that time and which are therefore to be issued or transferred to the Subscriber; and (c) the number of Option Shares that the Option shall be treated as lapsing in respect of:

1.1.1 For the purposes of this paragraph 1.1:

1.1.1.1 “Remaining Linked Shares Value” means the value of the Remaining Linked Shares calculated as follows:

1.1.1.2 “LMV” shall mean the Market Value of a Linked Share on the relevant Date of Exercise (as determined by the Board);

1.1.1.3 “OMV” shall mean the Market Value of an Option Share on the relevant Date of Exercise (as determined by the Board);

1.1.1.4 “Option Gain” means the ‘in the money value’ of the Shares which are purported to be the subject of the exercise, such value being calculated as follows:

1.1.1.5 “Remaining Linked Shares” means such number of the Linked Shares that have not yet been Released at the relevant time and are still held by the Subscriber; and

1.1.1.6 “X” means the number of Shares in respect of which the Option is purported to be exercised, being the number of Shares which is specified in the relevant exercise notice.

1.1.2 If the Remaining Linked Shares Value is equal to or less than the Option Gain then:

1.1.2.1 all of the Remaining Linked Shares shall be Released;

1.1.2.2 the Option shall be treated as having been exercised in respect of a number of Option Shares (“Y”) where:

and Y shall be rounded down to the nearest whole number; and

1.1.2.3 the Option shall lapse in respect of a number of Option Shares calculated as X - Y.

1.1.3 If the Remaining Linked Shares Value is greater than the Option Gain then:

1.1.3.1 a number of the Remaining Linked Shares (“Z”) shall be Released, where:

and Z shall be rounded down to the nearest whole number;

1.1.3.2 the Option shall be treated as having been exercised in respect of none of the Option Shares; and

1.1.3.3 the Option shall lapse in respect of such number of Option Shares as is equal to X.

1.2 It is acknowledged that the Subscriber may acquire Linked Shares each of which does not have the same Market Value. If that is the case the Board shall adjust the calculations in paragraph 1.1 in such manner as it considers appropriate in order to take account of such differing Market Values and shall identify which of the Linked Shares are treated as Released under paragraph 1.1 (the Linked Shares having greater Market Values being Released in priority to other Linked Shares). References in this agreement to the “number of Linked Shares that have not been Released” (or similar phrases) shall be construed to relate to such of the Linked Shares as have not been Released taking account of the Board’s determination under this paragraph 1.2.

1.3 Any calculation (including the determination of the Option Gain and the Remaining Linked Shares Value) to be carried out under paragraph 1.1 shall be performed by the Board (whose determination shall be final and binding). The Board shall notify the Subscriber of the number of the Remaining Linked Shares which shall be treated as Released, the number of Option Shares in respect of which the Option shall be treated as exercised and the number of Option Shares in respect of which the Option shall be treated as lapsing. Examples of the intended operation of paragraph 1.1 are contained at Appendix 1 for illustration purposes.

Appendix1: Examples of operation of clause 3.3 and schedule 4

Example 1

For the purposes of this example, it is assumed that the Option is granted over 1,000 D1 ordinary shares (as the Option Shares) at an Exercise Price of $17 and that 1,000 D3 ordinary shares have been acquired (as Linked Shares). Assume that the shares in the Company are converted into a single class of A ordinary shares (under the Articles, as a result of a Listing). As a result of the conversion, the Option is treated as subsisting over 1,000 A ordinary shares. The value of the Company at the time of the Listing was such that the Subscriber’s 1,000 D3 ordinary shares have converted into 400 A ordinary shares in accordance with the conversion mechanism set out in the Company’s Articles of Association. (The remaining 600 D3 Ordinary Shares will convert into Deferred Shares and will be taken back by the Company for a nominal or no payment to the Subscriber). The Subscriber chooses to exercise the Option in two tranches as follows:

1. When half of the option has vested, the Option is purported to be exercised in respect of all 500 vested A ordinary shares at a time when the market value of an A ordinary share is $50.

Option Gain = 500 shares x ($50-17) = $16,500

Remaining Linked Share Value = 400 shares x $50 = $20,000. This exceeds the value of the Option Gain therefore paragraph 1.1.3 of schedule 4 applies.

2. Applying paragraph 1.1.3:

(a) the number of Remaining Linked Shares to be Released is calculated:

$16,500 / $50 = 330 A ordinary shares

(b) the Option is treated as not having been exercised over any shares (and so no Exercise Price is payable); and

(c) the Option is treated as having lapsed in respect of 500 A ordinary shares.

3. The Option therefore now subsists over only 500 A ordinary shares. 330 of the Linked Shares have been Released and so there are 70 Remaining Linked Shares.

4. When the remaining half of the Option has fully vested, the Subscriber purports to exercise the balance of the Option in full. At this time the value of an A ordinary share is $60.

Option Gain = 500 shares x ($60-17) = $21,500

Remaining Linked Share Value = 70 shares x $60 = $4,200. This is less than the Option Gain therefore paragraph 1.1.2 of schedule 4 applies

5. Applying paragraph 1.1.2:

(a) all of the Remaining Linked Shares are Released (i.e. 70 A ordinary shares already held by the Subscriber);

(b) the number of Option Shares that the Option is treated as having been exercised over is calculated:

($21,500 - $4,200) / ($60 - $17) = 402 shares

Since the Option is treated as exercised over 402 shares, an aggregate Exercise Price of $6,834 is payable by the Subscriber¹; and

(c) the Option is treated as having lapsed in respect of 98 A ordinary shares.

6. Accordingly, the Option has now lapsed in full and all Linked Shares have been Released.

Example 2

Facts as with Example 1, save that the value of an A ordinary share is $30 at step 4 rather than $60:

4. When the remaining half of the Option has fully vested, the Subscriber purports to exercise the balance of the Option in full. At this time the value of an A ordinary share is $30.

Option Gain = 500 shares x ($30-17) = $6,500

Remaining Linked Share Value = 70 shares x $30 = $2,100. This is less than the Option Gain therefore paragraph 1.1.2 of schedule 4 applies.

5. Applying paragraph 1.1.2:

(a) all of the Remaining Linked Shares are Released (i.e. 70 A ordinary shares already held by the Subscriber);

(b) the number of Option Shares that the Option is treated as having been exercised over is calculated:

($6,500 - $2,100) / ($30 - $17) = 338 shares

Since the Option is treated as exercised over 338 shares, an aggregate Exercise Price of $5,746 is payable by the Subscriber²; and

(c) the Option is treated as having lapsed in respect of 162 A ordinary shares.

6. Accordingly, the Option has now lapsed in full and all Linked Shares have been Released.

¹ As an alternative to delivering 402 A ordinary shares to the Subscriber at a price of $17 per share, the Company may agree to a net-settlement mechanism whereby instead the Subscriber receives a number of shares which has a value equal to the net gain. In this example, the aggregate Exercise Price would have been $6,834, which equates to 114 shares and so only 288 shares (i.e. 402 less 114) are actually delivered to the Subscriber. Depending upon company law requirements, a nominal payment may also need to be made by the Subscriber.

² As an alternative to delivering 338 A ordinary shares to the Subscriber at a price of $17 per share, the Company may agree to a net-settlement mechanism whereby instead the Subscriber receives a number of shares which has a value equal to the net gain. In this example, the aggregate Exercise Price would have been $5,746, which equates to 191 shares and so only 147 shares (i.e. 338 less 191) are actually delivered to the Subscriber. Depending upon company law requirements, a nominal payment may also need to be made by the Subscriber.

Example 3

For the purposes of this example, it is assumed that the Option is granted (to an employee) over 1,000 D1 ordinary shares (as the Option Shares) at an Exercise Price of $17 and that 1,000 D3 ordinary shares have been acquired (as Linked Shares). Assume that the shares in the Company are converted into a single class of A ordinary shares (under the Articles, as a result of a Listing). As a result of the conversion, the Option is treated as subsisting over 1,000 A ordinary shares. The value of the Company at the time of the Listing was such that the Subscriber’s 1,000 D3 ordinary shares have converted into 400 A ordinary shares.

Before any part of the Option has vested, the Subscriber leaves employment (by resignation, other than for a “Good Reason”). Since the Option has not vested:

1. The Option can never be exercised and lapses.

2. As none of the Linked Shares have been Released, the Subscriber will be required to transfer the Linked Shares to an Employee Benefit Trust in consideration for a payment per Linked Share equal to the lesser of (i) the subscription price paid for the Linked Shares and (ii) the market price of the Linked Shares at the time of transfer less 25%.

Appendix 2: Section 431 election

Joint Election under s431 ITEPA 2003 for full or partial disapplication of Chapter 2 Income Tax (Earnings and Pensions) Act 2003

One Part Election

1. Between

the Employee

whose National Insurance Number is

and

the Company (who is the Employee’s employer)

of Company Registration Number

2. Purpose of Election

This joint election is made pursuant to section 431(1) or 431(2) Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and applies where employment-related securities, which are restricted securities by reason of section 423 ITEPA, are acquired.

The effect of an election under section 431(1) is that, for the relevant Income Tax and NIC purposes, the employment-related securities and their market value will be treated as if they were not restricted securities and that sections 425 to 430 ITEPA do not apply. An election under section 431(2) will ignore one or more of the restrictions in computing the charge on acquisition. Additional Income Tax will be payable (with PAYE and NIC where the securities are Readily Convertible Assets).

Should the value of the securities fall following the acquisition, it is possible that Income Tax/NIC that would have arisen because of any future chargeable event (in the absence of an election) would have been less than the Income Tax/NIC due by reason of this election. Should this be the case, there is no Income Tax/NIC relief available under Part 7 of ITEPA 2003; nor is it available if the securities acquired are subsequently transferred, forfeited or revert to the original owner.

3. Application

This joint election is made not later than 14 days after the date of acquisition of the securities by the Employee and applies to:

Number of securities
Description of securities
Name of issuer of securities	Midasplayer International Holding Company p.l.c.
acquired by the Employee on

4. Extent of Application

This election disapplies all restrictions attaching to the securities.

5. Declaration

This election will become irrevocable upon the later of its signing or the acquisition of employment-related securities to which this election applies.

In signing this joint election, we agree to be bound by its terms as stated above.

	/    /
Signature (Employee)	Date
	/    /
Signature (for and on behalf of the Company)	Date
Position in Company

Appendix 3: Articles of Association of the Company

MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C.

AND

[—]

INDIVIDUAL OPTION AND

SUBSCRIPTION AGREEMENT

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

When considering what action you should take, you are recommended to seek your own independent financial advice from your own stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

This Agreement and all other documentation received from the Company are not, and should not be taken as, a recommendation to purchase shares.

This Agreement and the accompanying documents from the Company are submitted on a confidential basis and the offer contained in them is personal to the recipient and may not be transferred or assigned by the recipient.

CONTENTS

1	DEFINITIONS	2
2	GRANT OF OPTION	9
3	MANNER OF EXERCISE OF OPTIONS	10
4	TAXATION MATTERS	12
5	TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS	13
6	VARIATION OF SHARE CAPITAL	15
7	EXCHANGE OF OPTION FOR NEW OPTION	16
8	ADDITIONAL PROVISIONS	17
9	POWER OF ATTORNEY	17
10	VARIATION AND RELATED MATTERS	20
11	MISCELLANEOUS	22

AGREEMENT DATED            [—]

BETWEEN:

(1) MIDASPLAYER INTERNATIONAL HOLDING COMPANY P.L.C., company number C40465, a public limited company whose registered office is at Aragon House Business Centre, Dragonara Road, St Julian’s, STJ 3140, Malta (the “Company”) and;

(2) [—] of [—] (the “Subscriber”).

RECITALS

(A) The Subscriber is a key employee and/or director within the Group at the date of this Agreement.

(B) The Company wishes to grant to the Subscriber an option to acquire up to [—] D1 ordinary shares of €[—] each in the capital of the Company upon and subject to the terms of this Agreement.

(C) The Subscriber may also acquire Linked Shares.

(D) The Subscriber agrees to hold any Linked Shares subject to the terms of the Articles and this Agreement. Pursuant to the provisions of this Agreement and the Articles, the Linked Shares, or any shares for which they are exchanged or into which they are converted in connection with a listing of the Company’s shares on a securities exchange or otherwise, (or a proportion thereof) may, in certain circumstances and at certain times, become subject to compulsory transfer under this Agreement and/or the Articles or be converted into Deferred Shares.

1 DEFINITIONS

1.1 In this Agreement the following words and expressions shall have the following meanings and, unless the context requires otherwise (or the term is otherwise defined herein), the terms defined in the Articles shall have the same meanings in this Agreement:-

“Acquiring Company”

means a company which acquires shares in the capital of the Company pursuant to a Sale;

“Articles”

means the articles of association of the Company in effect from time to time;

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“Asset Sale”

means the disposal by any one or more members of the Group of assets (whether together with associated liabilities or otherwise and as part of an undertaking or otherwise) which represent 50% or more (by book value) of the consolidated gross assets of the Group at that time but excluding any such disposal to another member of the Group;

“Auditors”

means the auditors for the time being of the Company (acting as experts and not as arbitrators);

“Board”

means the board of directors of the Company or a duly constituted committee thereof;

“Code”

means the United States Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder;

“Company Conversion Information Notice”

the meaning given in paragraph 2.4 of schedule 2;

“Company Transfer Date”

the meaning given in paragraph 2.2 of schedule 2;

“Company Transfer Notice”

the meaning given in paragraph 2.2 of schedule 2;

“Conversion Date”

the date to be specified by the Subscriber in the relevant Conversion Notice for the Linked Shares (or a proportion thereof) to convert into Deferred Shares, being the date determined in accordance with paragraph 2.4.2 of schedule 2;

“Conversion Number”

means the number of Linked Shares which are to be the subject of the relevant Conversion Notice, as calculated in accordance with paragraph 2.4.1 of schedule 2;

“Date of Exercise”

means the date on which the Company receives both the written notice and any payment (if required) referred to in clause 3.1;

“Dealing Code”

means any code or regulations adopted by any relevant listing authority or stock exchange which restrict dealings in securities issued by the Company and/or such other rules and regulations adopted by the Company, which govern dealing in Shares, interests in Shares, options or rights over Shares or interests in Shares;

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“Drag Along Notice”

means a Drag Along Notice as defined in the Articles;

“EBT Transfer Date”

the meaning given in paragraph 2.3 of schedule 2;

“EBT Transfer Notice”

the meaning given in paragraph 2.3 of schedule 2;

“Effective Date”

[—];

“Eligible Person”

means an individual who is an employee or director of a member of the Group;

“Employee Benefit Trust”

means an employee benefit trust established by the Company in connection with its employee share incentive arrangements;

“Encumbrance”

means a mortgage, charge, pledge, lien, option, restriction, equity, right to acquire, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind or any other type of preferential arrangement (including, without limitation, a title transfer and retention arrangement) having similar effect;

“Exercise Price”

means the sum of USD $[—] per Option Share, adjusted if appropriate pursuant to clause 6;

“Fair Price”

the meaning assigned in the Articles;

“Good Leaver”

means the Subscriber ceasing to be an employee and/or director of any member of the Group:

(a) as a result of his death, permanent incapacity due to ill health or retirement in accordance with his contract of employment; or

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(b) due to dismissal of the Subscriber by the Company or any member of the Group without notice or payment in lieu in circumstances where the Company or other member of the Group is not entitled to summarily dismiss; or

(c) in circumstances where the Board determines (subject to the Investor Director voting in favour of such determination) in its absolute discretion the Subscriber to be a Good Leaver; or

(d) in circumstances where either (i) the Company or other relevant member of the Group serves notice to terminate the employment of the Subscriber; or (ii) the Subscriber serves notice to terminate their employment with the Company or relevant member of the Group for a Good Reason; in each case in circumstances other than where the Company or relevant member of the Group is entitled summarily to terminate the Subscriber’s employment without notice or payment in lieu of notice under the Service Agreement;

“Good Reason”

means grounds that entitle the Subscriber to treat himself as being constructively dismissed (within the meaning of section 95(1)(c) of the Employment Rights Act 1996) as may be determined by a court of competent jurisdiction. Examples of such grounds may include, but are not limited to, circumstances where the Subscriber is required to permanently relocate outside of Greater London, where the Subscriber’s pay is unilaterally reduced, where the Company is in material breach of the Service Agreement, or where on a Sale the acquiring entity did not give the Subscriber options, compensation or equity of at least the same value as the value of any shares under option (net of exercise price) held by the Subscriber which are no longer capable of vesting or being exercised after such Sale;

“Grant Date”

[—];

“Group”

has the meaning given in the Articles and “member of the Group” shall be construed accordingly;

“HMRC”

means HM Revenue & Customs (or any other taxation or other authority in any other jurisdiction, as applicable);

“Investor Director”

has the meaning given in the Articles;

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“ITEPA”

means the Income Tax (Earnings and Pensions) Act 2003;

“Linked Shares”

means shares acquired by the Subscriber which, in the relevant Letter of Allotment, are expressed as being “Linked Shares” for the purposes of this Agreement (or any other shares into which the same are converted);

“Liquidation”

whether voluntary or compulsory, means the passing of a resolution for the winding-up of the Company;

“Listing”

means:

(a) the admission of all or any of the shares in the capital of the Company to trading on a market for listed securities designated by the Financial Markets Act (Cap. 345 of the laws of Malta) as a Recognized Investment Exchange (as defined in the Articles), together with the admission of such shares to the relevant Official List (as defined in the Articles); or

(b) if the Investors (as defined in the Articles) in their absolute discretion so determine, the admission of such shares to, or to trading on, any other market wherever situated together, if necessary, with the admission of such shares to listing on any official or otherwise prescribed list maintained by a competent or otherwise prescribed listing authority;

“Market Value”

means on any day the market value of a share of the relevant class determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 or, if shares of the relevant class are quoted on the official list of a Recognized Investment Exchange, the average of the middle market quotations of such a share as derived from the relevant Official List for the three immediately preceding dealing days or, if the Option is being exercised in the context of a Sale, the market value shall be determined by reference to the price to be paid for a share of the relevant class by the Acquiring Company;

“Option”

means the right to acquire Option Shares granted under this Agreement;

“Option Shares”

means the [—] Shares which are the subject of the Option;

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“Released”

means “Released” pursuant to paragraph 1.1 of schedule 4 (the effect of which being, amongst other things, that certain restrictions on transfer referred to in paragraph 3 of schedule 2 may cease to apply to the Linked Shares that are Released);

“Relevant Transferred Shares”

the meaning given in paragraph 2.6 of schedule 2;

“Sale”

has the meaning given to it in the Articles save that unless the Board (and the Investor Director) determine otherwise, it shall not constitute a Sale where the person (or Connected Persons or group of persons Acting in Concert (as defined in the Articles)) acquiring or obtaining shares in the circumstances giving rise to the “Sale” are (in the reasonable opinion of the Board) Apax entities;

“Service Agreement”

the Subscriber’s service agreement with [—] dated [—], as amended from time to time;

“Share”

means a D1 ordinary share of [—] in the capital of the Company (or such other nominal value as may be determined by the Company in general meeting from time to time);

“Tax Liability”

means any income tax, withholding tax and employee national insurance contributions (or their equivalent outside of the United Kingdom) in respect of which any Group Member has to make a payment to HMRC and which arise by reference to:

(a) the issue of any Linked Shares;

(b) the transfer of any Linked Shares or any of the Linked Shares being treated as Released;

(c) the redemption or conversion of any Linked Shares;

(d) any other event giving rise to a charge under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) occurring in connection with the acquisition, holding or disposal of the Linked Shares by the Subscriber during the ownership of any Linked Shares by the Subscriber;

(e) the Subscriber exercising the Option or acquiring Option Shares pursuant to such exercise; and/or

(f) any gain realised or deemed to have been realised by the Subscriber in respect of the Option or the Option Shares;

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provided that employer’s national insurance contributions (or foreign equivalents) shall not constitute Tax Liabilities and such amounts shall be payable by the Company or other member of the Group;

“Transferred Shares”

the meaning given in paragraph 2.6 of schedule 2;

“Unreleased Shares”

means Linked Shares that have not been and are no longer capable of being Released.

1.2 So far as not inconsistent with the context:-

1.2.1 Any reference herein to any enactment shall be construed as a reference to that enactment as for the time being amended or re-enacted.

1.2.2 All references to the masculine gender shall be deemed also to be references to the feminine gender and all references to the singular include the plural and vice versa.

1.2.3 All references to clauses or sub-clauses are unless the context otherwise requires to clauses or sub-clauses of this Agreement.

1.2.4 The headings to clauses of this Agreement are for convenience only and have no legal effect.

1.3 In this Agreement, the Subscriber shall be deemed to cease to be an employee and/or director of a member of the Group on the Relevant Cessation Date. For these purposes, the “Relevant Cessation Date” shall be the date on which the Subscriber ceases to be an employee, consultant or director of or to any member of the Group for any reason (including death or bankruptcy) without remaining or immediately becoming an employee, consultant or director of or to any other member of the Group or the date of occurrence of a repudiatory breach by the Subscriber of the Service Agreement (or his contract of engagement) that is accepted by his employer (or the company of which he is a director or to which he is a consultant), resulting in the termination of the Subscriber’s employment, directorship or consultancy (whichever is the earlier).

1.4 The recitals to this Agreement have no legal effect and shall not affect the construction or interpretation of this Agreement (save that terms defined therein shall have the same meanings for the purpose of this Agreement).

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2 GRANT OF OPTION

2.1 The Company hereby grants to the Subscriber the right, upon the terms and subject to the conditions of this Agreement exercisable to the extent that the Option has vested in accordance with, and on the dates specified in, schedule 1, to purchase the Option Shares for the Exercise Price. For the avoidance of doubt, this clause 2.1 is subject to the provisions of clause 3 and schedule 4.

2.2 The Option is granted on the Grant Date.

2.3 The Option may be exercised in whole or in part but (from and following a Listing) the Option may not be exercised at any time when such exercise is prohibited by any Dealing Code.

2.4 The Option is personal to the Subscriber. It may not be transferred, assigned or charged or otherwise alienated and any purported transfer, assignment, charge or other alienation shall cause the Option to lapse forthwith.

2.5 The Option shall lapse automatically (in so far as it has not been exercised) on the earliest of:-

2.5.1 the tenth anniversary of the Grant Date;

2.5.2 the date on which it lapses under clause 2.4;

2.5.3 unless the Company otherwise decides (it being able to impose such conditions as it sees fit in the event that it exercises its discretion in this regard), 40 calendar days after the Option has become exercisable in accordance with clause 5 (but excluding clause 5.2);

2.5.4 the Subscriber being adjudicated bankrupt by a court of law;

2.5.5 forthwith upon the Subscriber ceasing to be an Eligible Person other than in circumstances where the Subscriber is a Good Leaver;

2.5.6 the date falling 90 calendar days after the Subscriber ceases to be an Eligible Person in circumstances where the Subscriber is a Good Leaver (or such longer period as the Board, having obtained the consent of the Investor Director, may determine in its absolute discretion);

2.5.7 the date on which the Option has lapsed in its entirety under clause 3 and/or schedule 4;

2.5.8 unless the Board determines otherwise, on completion of any Exchange if the Subscriber has not entered into an agreement for the grant of a New Option in accordance with clause 7.

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2.6 [The Subscriber hereby acknowledges that an option over [—] ordinary D1 shares of [—] each in the Company was granted to the Subscriber by virtue of an agreement dated [—] (“Original Option”). The Subscriber acknowledges and agrees that this Option replaces the Original Option, that the Subscriber therefore now has no rights under the agreement pursuant to which the Original Option was granted and that the Subscriber shall not be entitled to any of the shares which were the subject of the Original Option (and agrees never to exercise the Original Option).]

3 MANNER OF EXERCISE OF OPTIONS

3.1 To the extent that the Option has become exercisable pursuant to this Agreement, the Option may be exercised (in whole or in part) by the Subscriber, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which the Subscriber wishes to exercise the Option accompanied by:

3.1.1 the payment of the total Exercise Price due in respect of the number of Shares specified in the exercise notice, save to the extent that the Subscriber has made other arrangements for the payment of the total Exercise Price (such as, after Listing, the Subscriber selling sufficient number of the Shares as generates proceeds to pay the Exercise Price and using those proceeds to satisfy the same) which are satisfactory to the Company or the Company permits the cashless exercise of the Option pursuant to clause 3.6; and

3.1.2 if required by the Company, the amount due under clause 4.1 in respect of any Tax Liability.

The Subscriber acknowledges that, despite the number of Shares specified in the written notice, the Option may actually be exercised over a lower number of Shares by virtue of the operation of clause 3.3 and schedule 4 below.

3.2 Where the Option has been properly exercised, the Shares in respect of which the Option has been exercised (after taking account of the provisions of schedule 4) shall be issued and allotted or transferred pursuant to a notice of exercise within 30 calendar days of the Date of Exercise. Where any Dealing Code prohibits the issue or transfer of the relevant Shares during such 30 day period, such 30 day period shall be extended by the number of days (plus three further days) during which the prohibition applies.

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3.3 Where the Subscriber has acquired Linked Shares, if the Option (or any part thereof) is properly exercised but not all of the Linked Shares have been Released, schedule 4 shall apply to determine:

3.3.1 the number of Linked Shares (if any) that shall be Released;

3.3.2 the actual number of Option Shares in respect of which the Option shall be treated as exercised at that time and which are therefore to be issued and allotted or transferred to the Subscriber; and

3.3.3 the extent to which the Option shall be deemed to have lapsed in respect of a specified number of Option Shares.

3.4 Any calculation (including but not limited to the determination of the Option Gain and the Remaining Linked Shares Value) to be carried out under clause 3.3 and schedule 4 shall be performed by the Board (whose determination shall be final and binding). The Board shall notify the Subscriber of the number of the Remaining Linked Shares which shall be treated as Released, the number of Option Shares in respect of which the Option shall be treated as exercised and the number of Option Shares in respect of which the Option shall be treated as lapsing. Examples of the intended operation of clause 3.3 and schedule 4 are contained at Appendix 1 for illustration purposes.

3.5 If and to the extent that the Subscriber:

3.5.1 serves a valid exercise notice specifying a number of Option Shares to which the exercise relates; and

3.5.2 makes a payment of an Exercise Price calculated by reference to such number; but

3.5.3 the Option is treated as having been exercised in respect of a reduced number of Option Shares (pursuant to clause 3.3 and schedule 4),

then the Company shall arrange for the return or repayment to the Subscriber of the relevant part of the Exercise Price.

3.6 Notwithstanding any other provision of this Agreement, if a Subscriber serves a valid exercise notice and, as a result, the Company is obliged to issue or transfer a number of Shares to the Subscriber in exchange for the payment of a corresponding Exercise Price then the Company shall, at its sole discretion, be entitled to satisfy that obligation by issuing, transferring or procuring the transfer to the Subscriber (at no cost to the Subscriber or at a cost which reflects only the nominal value of the relevant Shares) such reduced number of Shares as will (in the opinion of the Board) deliver equivalent value to the Subscriber.

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3.7 The Subscriber hereby agrees that if the Option is exercised prior to a Listing the Subscriber shall, as a condition of such exercise, enter into a subscription agreement in respect of the Option Shares and deed of adherence to a shareholders agreement in the form approved by the Board.

3.8 In the event that:

3.8.1 the Board becomes aware that either (i) a General Offer has been (or is to be) made to the shareholders of the Company for the purposes of Article 14.1.1.1 or (ii) an Approved Offer (as defined in the Articles) has been (or is to be) made to the shareholders of the Company), and the Subscriber will not otherwise receive notice of that General Offer or Approved Offer (as the case may be); and

3.8.2 any of the Option Shares have vested under Schedule 1,

the Board shall (where it considers it reasonable to do so) give notice to the Subscriber that such a General Offer or Approved Offer has been (or is to be) made.

4 TAXATION MATTERS

4.1 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:-

4.1.1 the Company or other member of the Group is able to deduct or, where possible, withhold, an amount equal to the whole of the Tax Liability from the Subscriber’s net pay for the next pay period; or

4.1.2 the Subscriber has paid to the Company or other member of the Group an amount equal to the Tax Liability; or

4.1.3 the sum of the amount that the Subscriber has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Subscriber’s net pay for the next pay period is equal to or more than the Tax Liability; or

4.1.4 the Subscriber enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company.

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4.2 The Subscriber agrees that if requested to do so by the Board he shall immediately upon exercise of the Option enter into an irrevocable joint election with his employing company (or the company of which he is a director) pursuant to section 431 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom, including section 83(b) of the Code) in a form specified by the Board that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) and sections 425 to 430 of ITEPA (or any similar provision of law applicable in a jurisdiction other than the United Kingdom) are not to apply to such Shares.

4.3 The Subscriber hereby covenants to pay to the Company (or such other member of the Group as the Company directs) an amount equal to any Tax Liability. Without prejudice to the right of any person to enforce the covenants to pay in any other way:

4.3.1 the Subscriber hereby authorises (for all purposes, including Part II of the Employment Rights Act 1996 if and where applicable to the Subscriber) the person entitled to receive payment under this clause 4.3 (or the company which employs him, or of which he is a director, if different) to deduct (to the extent permitted by law) sufficient funds which, in the reasonable opinion of the person, would be equal to the amount due from the Subscriber from any payment made to or in respect of the Subscriber by the relevant company or the relevant person on or after the date of the event which gives rise to the Tax Liability; and

4.3.2 the Subscriber hereby agrees (to the extent permitted by law) to pay to the relevant person (or relevant company) an amount sufficient to satisfy all Tax Liability (in respect of which the Subscriber is liable under this clause 4.3) to the extent that such liabilities are not recovered from the Subscriber pursuant to clause 4.3.1 or otherwise to enter into such arrangements as the Company may consider appropriate to recover from the Subscriber the amount of any Tax Liability for which the Subscriber is so liable.

5 TAKEOVERS, LISTINGS, ASSET SALES AND LIQUIDATIONS

5.1 Sale or Asset Sale

5.1.1 In the event that a Sale or an Asset Sale takes place, the Option may be exercised within 40 calendar days of such Sale or Asset Sale (as applicable) occurring (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

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5.1.2 In the event that the Board becomes aware that an offer has been made which, if completed, would lead to the Option becoming exercisable under clause 5.1.1 above, it may at its absolute discretion resolve that the Option becomes exercisable under clause 5.1.1 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1) within such period as is determined by the Board and notified to the Subscriber (prior to any Sale or Asset Sale as mentioned in clause 5.1.1) and, in the event that the Option is not exercised during this period, it shall lapse in full at the end of such period (notwithstanding any other provision of this Agreement).

5.2 Listing

5.2.1 An Option may be exercised on or following a Listing in accordance with clause 5.2.2 (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1).

5.2.2 As soon as the Board has become aware that firm negotiations have been entered into or firm proposals have been made for the Listing, the Board may notify the Subscriber that such negotiations or proposals have been entered into or made. Within one week of such notification, the Subscriber may exercise the Option (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1). The Board may specify in the notification that the exercise of the Option under this clause 5.2.2 shall be conditional upon completion of the Listing (and for the purposes of this clause 5.2, “completion” in relation to a Listing shall be the admission or granting of permission referred to in the definition of “Listing”) and in such a case, in the event that the Listing does not proceed, the notice of exercise shall be deemed never to have been served.

5.3 Exchange of Options

5.3.1 In the event that a Sale takes place, the Subscriber may at any time within six months of the Sale by agreement with the Acquiring Company release his rights under the Option (in this clause referred to as “the old rights”) in consideration for the grant to him of rights (in this clause referred to as “the new rights”) which are equivalent to the old rights but relate to shares in a different company.

5.3.2 The new rights referred to in clause 5.3.1 above shall not be regarded for the purposes of this clause 5 as equivalent to the old rights unless:

5.3.2.1 the new rights are granted to the Subscriber by reason of his employment or office (as director) with the Acquiring Company or any of its 51% subsidiaries;

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5.3.2.2 the total Market Value of the Shares which are the subject of the Option immediately before the release of the Subscriber’s old rights is substantially equivalent to the total Market Value of the shares (which are the subject of the new rights) immediately after the grant of the new rights to the Subscriber; and

5.3.2.3 the total amount payable by the Subscriber for the acquisition of shares in pursuance of the new rights is substantially equivalent to the total amount that would be payable for the acquisition of Shares which are the subject of the Option in pursuance of the old rights.

5.3.3 Where any new rights are granted pursuant to this clause 5.3 this Agreement shall in relation to the new rights be construed as if references to the Company and to the Shares were references to the Acquiring Company or as the case may be to the company in whose shares the new rights relate and to the shares of the Acquiring Company or of the other company in whose shares the new rights relate.

5.4 Liquidation

If the Company passes an extraordinary resolution for dissolution and consequential voluntary winding up of the Company, the Option may be exercised until the commencement of such winding up (but, unless the Board in its absolute discretion determines otherwise, only to the extent the Option has vested pursuant to schedule 1) at the expiry of which period it shall lapse.

6 VARIATION OF SHARE CAPITAL

6.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, or if any of the shares in the Company are to be converted to shares of another class pursuant to the provisions of the Articles (including, but not limited to, a conversion of ordinary “D1” shares into “A” ordinary shares and/or Deferred Shares immediately prior to a Listing), the limit on the number of Shares available under the Option, the number, class and nominal amount of Shares subject to the Option (the definition of “Shares” being adjusted accordingly) and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted in such manner as the Board considers reasonable PROVIDED THAT:-

6.1.1 the aggregate amount payable on the exercise of an Option in full is not increased (subject to clause 6.1.2); and

6.1.2 the Exercise Price for a Share is not reduced below its nominal value.

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7 EXCHANGE OF OPTION FOR NEW OPTION

7.1 If the Company is or is to be the subject of a transaction whereby all or substantially all of the issued share capital of the Company is or is to be exchanged for issued share capital in another company or body corporate, wherever incorporated, (the “New Company”) with the result that (in the reasonable opinion of the Board) the beneficial ownership of the issued share capital in the New Company is (or is to be) substantially the same as the beneficial ownership of the issued share capital in the Company immediately prior to such transaction (the “Exchange”), the Subscriber shall (if so requested by the Company) release his rights (including his right to acquire Shares) under this Agreement (the “Old Option”) in consideration for the grant to him of equivalent rights granted by the New Company (including a right to acquire shares in the New Company) (the “New Option”). The determination of such equivalence shall be made in the sole discretion of the Board whose decision shall be final and binding.

7.2 The New Option shall be on terms and conditions that are (in the opinion of the Board) equivalent to the terms and conditions of this Agreement save that where a provision in this Agreement refers to the Company the corresponding provision in the agreement governing the New Option (the “New Option Agreement”) shall (unless the Board considers the context requires otherwise) instead refer to the New Company, provided that:

7.2.1 the number (and class) of shares in the New Company subject to the New Option may be different to the number (and class) of Shares subject to the Old Option, provided that (in the opinion of the Board) there shall be no material enlargement or dilution of the Subscriber’s interest; and

7.2.2 the exercise price payable per share of the New Company under the New Option may be different to the Exercise Price per Share under the Old Option, provided that (i) the exercise price per share of the New Company under the New Option shall be at least the nominal value of such share and (ii) the aggregate exercise price for all of the shares of the New Company subject to the New Option immediately after the Exchange shall be substantially equivalent to the aggregate Exercise Price of all of the Shares subject to the Old Option immediately prior to the Exchange.

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7.3 Where a New Option is to be granted, the New Option Agreement shall contain provisions which (in the opinion of the Board) are equivalent to those contained herein (including for the avoidance of doubt those contained in schedule 2) relating to Linked Shares, but instead relating to shares (“New Shares”) for which any Linked Shares have been exchanged and (without limitation) the terms of the relevant agreement may:

7.3.1 reflect the fact that the New Shares relate to another corporation or company, including a foreign corporation or company, as the case may be, (rather than the Company); and

7.3.2 take account of any other matters (such as, without limitation, variations between the Articles and the constitutional documents governing the corporation or company in which the New Shares are issued and in the case of the corporation or company being incorporated in another jurisdiction, differences between the laws of Malta and the laws applicable to such company or corporations) that the Board considers necessary or desirable to give effect to the commercial intention of the arrangement envisaged by this Agreement.

8 ADDITIONAL PROVISIONS

The provisions of schedule 2 apply and relate (amongst other things) to the terms of the Subscriber’s holding of any Linked Shares, certain restrictions relating to the same and matters relating to the conversion of shares.

9 POWER OF ATTORNEY

9.1 The Subscriber:

9.1.1 hereby irrevocably appoints the Company as his attorney (“Attorney”) for all purposes referred to in this Agreement or any New Option Agreement and irrevocably authorises the Attorney (on the Subscriber’s behalf) to execute any and all document(s) and to do any and all acts and things as the Attorney in its absolute discretion considers necessary or desirable in order to give full effect to the terms of this Agreement, the New Option Agreement, the terms of the Articles (or the articles of association of the New Company) or the release of the Old Option and grant of the New Option in connection with the Exchange. Every attorney that may be appointed by virtue of this clause shall be considered to act singly as the true and lawful attorney of the Subscriber with full power of substitution as specified herein;

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9.1.2 agrees that the Attorney may in his name or otherwise on the Subscriber’s behalf:

9.1.2.1 execute any stock transfer form and any other documents and do all things necessary in order to transfer any Linked Shares or New Shares in accordance with this Agreement or the Articles (or the articles of association of the company in which the New Shares are issued) including, without prejudice to the generality to the foregoing, any transfer pursuant to a Drag Along Notice;

9.1.2.2 accept any Company Transfer Notice or EBT Transfer Notice served in accordance with this Agreement or the New Option Agreement and execute any stock transfer form and any other documents and do all things necessary in order to transfer Unreleased Shares pursuant thereto;

9.1.2.3 accept any Company Conversion Information Notice (or other document) served in accordance with this Agreement or the New Option Agreement;

9.1.2.4 serve a Conversion Notice (or other document) in accordance with this Agreement or the New Option Agreement;

9.1.2.5 receive and comply with a Drag Along Notice;

9.1.2.6 make any tax filing or claim for relief or exemption that the Attorney considers necessary or desirable in connection with any transfer referred to at 9.1.2.1 above;

9.1.2.7 execute any New Option Agreement on the Subscriber’s behalf;

9.1.2.8 approve any alteration to this Agreement or the New Option Agreement pursuant to clause 10 (or equivalent provisions of the New Option Agreement);

9.1.2.9 accept and retain any share certificate issued in respect of any Linked Shares or New Shares;

9.1.2.10 sign any written resolution of the shareholders of the Company or New Company (or of the holders of the relevant class of shares in the Company or New Company) that the Board considers to be necessary or desirable for the purposes of or in connection with the IPO (as defined in schedule 2 but as if the reference to “Company”

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in such definition were to “Company or New Company”) or any pre-IPO restructuring, reconstruction or amalgamation involving the share capital of the Company or New Company (“Resolutions”) including without prejudice to the generality of the foregoing any reorganisation, conversion or reclassification of all or any of the share capital of the Company or New Company and/or the alteration, abrogation or variation of the rights attached to any Linked Shares or New Shares; and/or

9.1.2.11 in lieu of signing a written resolution as aforesaid, to appoint a proxy to attend and vote on his or her behalf on any Resolutions to be proposed at a general meeting of the Company or New Company at the discretion of the Attorney and to approve, in writing or otherwise, any consent to the convening of any such meeting at short notice.

9.2 The Subscriber hereby authorises the Attorney to:

9.2.1 delegate one or more of the powers conferred on the Attorney by this power of attorney (other than the power to delegate or appoint a substitute attorney) to an officer or officers appointed for that purpose by the board of directors of the Attorney, by resolution or otherwise, and vary or revoke such delegation at any time; and

9.2.2 appoint one or more persons to act as substitute attorney for the Subscriber and to exercise one or more of the powers conferred on the Attorney by this power of attorney and revoke any such appointment,

provided that neither of the above appointments shall constitute the appointment of a new attorney (for the same business of the mandate created by virtue of clause 9.1 or otherwise) or the revocation of the said mandate given to the Attorney.

9.3 The Subscriber undertakes:

9.3.1 to promptly notify the Attorney of, and deliver to the Attorney, anything received by the Subscriber in its capacity as the registered holder of any Linked Shares or New Shares;

9.3.2 to ratify and confirm whatever any Attorney does or purports to do in good faith in exercising the powers conferred by this power of attorney and hereby ratifies and confirms and agrees to ratify and confirm any act whatsoever the Attorney shall lawfully do or cause to be done and all documents executed by the Attorney in the exercise or proposed exercise of all or any of his powers; and

9.3.3 to indemnify and hold each Attorney harmless against all claims, losses, costs, expenses, damages or liability incurred by it as a result of acting in good faith (but not acting negligently or fraudulently) pursuant to this power of attorney (including any costs incurred in enforcing this indemnity).

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9.4 The Subscriber declares that a person who deals with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact. The Attorney is expressly authorized to act under this Power of Attorney.

9.5 The Subscriber agrees that the Attorney shall not accept any responsibility and shall not be under any liability for any act or omission of the Attorney or any of its representatives (save in the case of the Attorney’s own fraud, negligence or wilful misconduct).

9.6 The Subscriber agrees that the power of attorney and other authorities on the terms conferred by or referred to in this Agreement (including but not limited to the authority granted in terms of paragraph 1.2.5 of schedule 2) are given by way of security for the performance of the obligations of the Subscriber and are irrevocable, to the extent permitted by applicable law, in accordance with section 4 of the Powers of Attorney Act 1971 and, in terms of Maltese law in so far as it may be applicable, article 1887 of the Civil Code (Cap. 16 of the Laws of Malta). Such power of attorney shall be irrevocable except with written consent of the Attorney.

9.7 The Board shall notify the Subscriber as soon as reasonably practicable following the Exchange of the release of the Old Option and the grant of the New Option or of any pre-IPO restructuring, reconstruction or amalgamation involving the share capital of the Company or New Company. Notwithstanding such release the power of attorney granted under this clause 9 shall remain valid, binding and in existence.

9.8 The power of attorney granted under this clause 9 is without prejudice (and in addition) to any power of attorney contained in the Articles (or the articles of association of the New Company).

10 VARIATION AND RELATED MATTERS

10.1 The terms of this Agreement shall in all respects be administered by the Board, and in the event of any dispute or disagreement as to the interpretation of this Agreement, or as to any question or right arising from or related to this Agreement, the decision of

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the Board shall be final and binding upon all persons. It is expressly agreed and understood by and between the parties to this Agreement that: from time to time during the term hereof there may be information relating to the Company and/or the Group which is considered by the Board to be of a commercially sensitive nature and/or which it would not be in the best interests of the Company to disclose to all shareholders of the Company, and accordingly disclosure of such information to the Subscriber should be withheld; the determination as to what information shall fall within this category is considered to constitute a question related to this Agreement on which the decision of the Board shall be final and binding upon all persons as aforesaid; and that for all intents and purposes the Subscriber hereby grants his unconditional waiver to the right to receive such information as the board of directors may determine from time to time, including during or for the purposes of a general meeting of the shareholders of the Company.

10.2 Subject to clause 10.4 and 7.3, the board of directors for the time being of the Company may at any time and from time to time make any alteration to this Agreement which it thinks fit provided that:

10.2.1 any alteration to this Agreement which is necessary to comply with or to take account of any applicable legislation or statutory regulations or any change in them, or any requirements of any tax authority or to obtain or maintain favourable taxation, exchange and/or regulatory treatment for the Company, any Group member or the Subscriber, may be made without the consent of the Subscriber; and

10.2.2 (subject to clause 10.2.1) no alteration which would materially and unfairly increase the liability of the Subscriber or materially and unfairly decrease the value of his subsisting rights under this Agreement shall be made without the Subscriber’s prior written consent.

10.3 Subject to clause 10.2, clause 10.4 and clause 7.3, no variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to this Agreement.

10.4 In the event that any Linked Shares or New Shares are to be converted pursuant to the provisions of Article 7.6 of the Articles (or the equivalent provisions in relation to New Shares) in connection with a Listing, then the Board may (by simple board resolution) make any alteration to this Agreement or the New Option Agreement, as the case may be, which it thinks fit so that the provisions of this Agreement or the New Option Agreement, as the case may be, apply (from and after the relevant conversion) to the shares into which such Linked Shares or New Shares have converted including but not limited to, providing that any Linked Shares or New

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Shares that would have been the subject of a Company Conversion Information Notice under this Agreement in connection with a Sale shall instead be subject to compulsory transfer to an Employee Benefit Trust or other party nominated by the Company or to the acquiring entity in such Sale for no (or nominal) consideration.

11 MISCELLANEOUS

11.1 This Agreement shall be binding upon each party’s successors and assigns and personal representatives (as the case may be) but except as expressly provided herein none of the rights of the parties under this Agreement may be assigned or transferred.

11.2 Notwithstanding any other provision of this Agreement:

11.2.1 this Agreement shall not form part of any contract of employment or office between the Company or any other member of the Group and the Subscriber and the rights and obligations of the Subscriber under the terms of his office or employment with the Company or any other member of the Group shall not be affected by this Agreement and this Agreement shall afford the Subscriber no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever; and

11.2.2 this Agreement shall not confer on the Subscriber any legal or equitable rights (other than those constituting the Option) against the Company or any other member of the Group directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any other member of the Group; and

11.2.3 the Subscriber shall not be entitled to any compensation or damages for any loss or potential loss which (s)he may suffer by reason of being unable to exercise the Option (or have any Linked Shares Released) in consequence of the loss or termination of his office or employment with the Company or any other member of the Group for any reason whatsoever.

11.3 Any notice or other communication under or in connection with this Agreement may be given:

11.3.1 by personal delivery or by sending the same by post, to the Subscriber at his last known address, or to the address of the place of business at which he performs the whole or substantially the whole of his duties of his office or employment, and to the Company at its registered office and where a notice or other communication is given by first class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped; or

11.3.2 to the Subscriber by electronic communication to his usual business address or to such other address for the time being notified for that purpose to the person giving the notice.

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11.4 This Agreement constitutes the whole agreement between the parties hereto. The Subscriber agrees that in entering into this Agreement he does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding other than as set out in this Agreement. The only remedy available to the Subscriber in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of this Agreement. Nothing in this sub-clause shall operate to exclude liability for fraud.

11.5 The Subscriber shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction in order to permit the grant or exercise of the Option. Neither the Company nor any other member of the Group shall be responsible for any failure by the Subscriber to obtain any such consent or for any tax or other liability to which the Subscriber may become subject as a result of his exercise of the Option.

11.6 After exercise of the Option and acquisition of the Option Shares, the Subscriber shall become bound by the provisions of the Articles (a copy of which is appended to and forms part of this Agreement) and in particular in relation to the provisions relating to the transfer of shares which are contained in the Articles.

11.7 The Subscriber consents that the Company shall collect and process his/her personal data for the purposes set out in this Agreement and in terms of the Data Protection Act (Cap. 440 of the Laws of Malta) or similar laws in other applicable jurisdictions. The Subscriber further consents to the processing and release of the information contained herein by the Company (including, but without prejudice to the generality of the foregoing, such person’s name, address, age and salary details) to any other members of the Group or any third parties in connection with the administration of this Agreement or for the purpose of complying with any legal obligations. To the extent required by law, the Subscriber has the right to access data which the Company holds about him, and, where applicable, the right to ask for a rectification or erasure of such data.

11.8 This deed may be executed in any number of counterparts each of which shall constitute an original but all of which shall constitute one and the same instrument.

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11.9 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, save that any person which is obliged to account for any Tax Liability shall be entitled to enforce clause 3 and that any holding company of the Company (from time to time) may enforce any of the provisions of this Agreement (“holding company” having the meaning given in section 1159 Companies Act 2006 for this purpose (but, for the purposes of section 1159(1) of the Companies Act 2006, a company shall be treated as a member of another company if any shares in that other company are registered in the name of either (a) a person by way of security (where the company has provided the security) or (b) a person as nominee for the company)). This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. The Company may assign any of its rights under this Agreement.

11.10 This Agreement (including the power of attorney granted hereunder) shall be interpreted and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly, any suit, action or proceedings arising out of or in connection with this Agreement shall be brought in such courts.

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IN WITNESS whereof the parties have executed this Agreement as a Deed on the date set out above.

EXECUTED AS A DEED by	)
MIDASPLAYER INTERNATIONAL	)
HOLDING COMPANY P.L.C.	)
acting by a director in the presence	)
of a witness:-	)
		Director

Witness’ Signature:

Witness’ Name:

Witness’ Address:

Witness’ Occupation:

EXECUTED AS A DEED by	)
[—]	)
in the presence of:-	)

Witness’ Signature:

Witness’ Name:

Witness’ Address:

Witness’ Occupation:

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Schedule 1

Vesting

For the purposes of this Agreement:

1. one quarter of the Option Shares shall vest 12 months after the Effective Date;

2. a further one twelfth of the balance of the Option Shares shall vest 15 months after the Effective Date with an additional one twelfth vesting after each 3 month period thereafter (with the intent that 100% of the Option Shares will have vested 48 months after the Effective Date),

and the Option shall be exercisable at any time after the date it has first vested (to the extent vested).

Notwithstanding any of the above:

(a) no Option Shares shall vest after the date on which the Subscriber ceases to be employed by (or a director of) the Company or any member of the Group unless the Board (having obtained the consent of the Investor Director) determines otherwise; and

(b) no Option Shares shall vest after the date of a Sale (save to the extent the Board, having obtained the consent of the Investor Director, determines otherwise);

and the Option shall lapse immediately with respect to those Option Shares that shall not vest.

Schedule 2

Linked Shares

1 TERMS OF HOLDING OF LINKED SHARES

1.1 The parties acknowledge that the Subscriber may in the future acquire Linked Shares. The Subscriber agrees to hold such Linked Shares subject to the terms and conditions of this Agreement and the Articles.

1.2 The Subscriber:

1.2.1 confirms, warrants and undertakes that he will acquire the Linked Shares on his own behalf for investment purposes and not for re-sale;

1.2.2 confirms, warrants and undertakes that in deciding to apply for the Linked Shares, he will make his own assessment of the risks and opportunities involved and will not rely upon any warranty, representation, or inducement from any person;

1.2.3 shall undertake all such acts, things and deeds necessary to effect a conversion, redemption, forfeiture and sale of any Linked Shares in accordance with the Articles and this Agreement;

1.2.4 undertakes that (if required by the Company and if applicable to the Subscriber) he shall (within such timescale as may be required by the Company) enter into an election under section 83(b) of the Code or under section 431(1) of ITEPA, or any other similar procedure under applicable law, such that any restrictions attaching to the Linked Shares will be ignored when valuing the Linked Shares for tax purposes;

1.2.5 irrevocably agrees to the appointment of any officer of the Company to negotiate and agree on his behalf with HMRC the restricted and/or unrestricted market value of the Linked Shares for tax purposes;

1.2.6 agrees that the Company may retain the share certificate in respect of the Linked Shares;

1.2.7 absolutely and irrevocably waives any right to:

1.2.7.1 receive any dividends (including any assets distributed in lieu or satisfaction of any dividends) in respect of the Linked Shares, save for any such dividends in respect of any Linked Shares which are Released (in relation to which, with effect from the relevant Linked Shares becoming Released, such waiver shall not apply);

1.2.7.2 participate in any bonus issues of shares in the capital of the Company arising by virtue of the Linked Shares, save for any such bonus issue arising by virtue of any Linked Shares which are Released (in relation to which, with effect from the relevant Linked Shares becoming Released, such waiver shall not apply); and

1.2.7.3 in his capacity as a holder of Linked Shares, receive notice of, and attend and vote (whether in person, by proxy or otherwise) at, any general meeting of the Company, save in respect of any Linked Shares which are Released (in relation to which, with effect from the relevant Linked Shares becoming Released, such waiver shall not apply), and the Subscriber undertakes not to exercise any voting rights attaching to any of the Linked Shares prior to them becoming Released save in relation to a resolution to approve any alteration or abrogation of the rights attaching to the Linked Shares to the extent required by the Articles, if any.

2 COMPULSORY TRANSFER OF SHARES/SHARE CONVERSION

2.1 In the event that on the Relevant Cessation Date the Subscriber holds Linked Shares (not being Shares which are the subject of a Conversion Notice or shares into which the same have been converted) that are on that date Unreleased Shares, whether by reason of the Option lapsing under clause 2.5 or clause 5 or Schedule 1 of this Agreement, or the Option having been exercised in full and not all of the Linked Shares being Released, the Unreleased Shares shall, prior to a Listing, be Compulsory Sale Shares within the meaning of the Articles and the Subscriber shall be deemed to have given a Compulsory Sale Notice as defined in the Articles with respect to such shares in accordance with Article 13.1 provided, however, that notwithstanding any provision of Article 13, the price for the Unreleased Shares determined in accordance with Article 13.5 shall be the price determined in accordance with Article 13.5.1 and the Subscriber hereby waives any and all entitlement to the price determined in accordance with Article 13.5.2 for the Unreleased Shares, even in circumstances in which the Subscriber is a Good Leaver within the meaning of the Articles.

2.2 In the event that the Subscriber holds Unreleased Shares (whether before or after the Relevant Cessation Date), the Company may at any time prior to Listing by notice in writing (the “Company Transfer Notice”) to the Subscriber require the Subscriber to transfer some or all of the Unreleased Shares to the Company pursuant to Article 11.3.10 on a date specified by the Company (the “Company Transfer Date”), but no earlier than 14 calendar days after the date of the Company Transfer Notice, in consideration for a payment to the Subscriber equal to the lesser of (i) the price paid by the Subscriber on subscription for the Unreleased Shares subject to the Company Transfer Notice or (ii) the Fair Price of the Unreleased Shares subject to the Company Transfer Notice on the Company Transfer Date less 25%.

2.3 In the event that the Subscriber holds Unreleased Shares (whether before or after the Relevant Cessation Date), the Company may by notice in writing (the “EBT Transfer Notice”) at any time to the Subscriber require the Subscriber to transfer some or all of the Unreleased Shares to an Employee Benefit Trust or other third party nominated by the Company on a date specified by the Company (the “EBT Transfer Date”), but no earlier than 14 calendar days after the date of the EBT Transfer Notice, in consideration for a payment to the Subscriber equal to the lesser of (i) the price paid by the Subscriber on subscription for the Unreleased Shares subject to the EBT Transfer Notice or (ii) the Fair Price (before Listing) or the Market Value (from Listing) of the Unreleased Shares subject to the EBT Transfer Notice on the EBT Transfer Date less 25%.

2.4 In the event that a Sale is to occur, the Company may notify the Subscriber in writing by a notice substantially in the form set out in schedule 3 (“Company Conversion Information Notice”) of:

2.4.1 the number of Linked Shares which will be the subject of the Conversion Notice, being the number of Linked Shares which have not been Released as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of Linked Shares which have not been Released as is determined by the Board; and

2.4.2 the date to be specified by the Subscriber in the Conversion Notice for the Linked Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale).

2.5 In the event a Company Conversion Information Notice is served pursuant to paragraph 2.4, the Subscriber shall, prior to the Conversion Date (but in any event within 7 calendar days of receipt of the Company Conversion Information Notice),

serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7 of the Articles, to convert the number of Linked Shares equal to the Conversion Number into Deferred Shares on the Conversion Date (taking effect immediately prior to the relevant Sale so that the Conversion Number of Linked Shares are converted into Deferred Shares immediately prior to the Sale). This provision is without prejudice to clause 9.1.2.4 of the Agreement.

2.6 Notwithstanding any other provision of this Agreement, in the event that (i) Linked Shares which have not been Released are transferred by the Subscriber pursuant to Article 13 and/or paragraph 2.1 of this Schedule (“Transferred Shares”) and (ii) the Option is exercised on or after the Relevant Cessation Date and such exercise would have been settled by some or all of the Transferred Shares being Released had they still been held by the Subscriber (such shares being the “Relevant Transferred Shares”), then (i) the Company may reduce the number of Shares or New Shares issuable upon exercise of the Option after the Relevant Cessation Date by such number as is equal in value, based on the Market Value on the date of exercise, to the amount paid to the Subscriber upon the transfer of his Relevant Transferred Shares pursuant to Article 13 and/or paragraph 2.1 of this Schedule, or (ii) the Subscriber shall, upon notice from the Company, agree and direct that such amount shall be deducted from the proceeds of any sale of such Shares or New Shares and paid directly to the Company, or (iii) the Subscriber shall agree to pay such amount to the Company directly or, if the Company so agrees, by way of deduction from salary or other remuneration payable to him.

2.7 Notwithstanding any provision of Article 13, in the event that the Subscriber is deemed to give a Compulsory Sale Notice which relates (in whole or part) to Linked Shares which are neither Released nor Unreleased Shares, the Subscriber agrees that the price for such Linked Shares determined in accordance with Article 13.5 shall be the price determined in accordance with Article 13.5.1 and the Subscriber hereby waives any and all entitlement to the price determined in accordance with Article 13.5.2 for the relevant Linked Shares, even in circumstances in which the Subscriber is a Good Leaver within the meaning of the Articles.

3 SHARE TRANSFER

The Subscriber shall not, otherwise than pursuant to a Sale, an Exchange or the operation of Articles 13 or 15 of the Articles, without the prior written consent of the Board (subject to the approval of the Investor Director) (such consent to be made subject to such conditions as the Board may require), or paragraph 2 of this Agreement, transfer the Linked Shares or enter into any arrangement which may place any Encumbrance on the Linked Shares. In the event that the Subscriber

wishes to transfer any Linked Shares to a Permitted Transferee (as such term is defined in the Articles) pursuant to any of Articles 11.3.1 to 11.3.3 of the Articles, the Subscriber shall serve notice on the Board identifying the number of Linked Shares to be transferred and the identity of the relevant Permitted Transferee and the Board will consent to the relevant transfer for the purposes of this paragraph 3 provided that the Subscriber and the Permitted Transferee first enter into an agreement with the Company in such form and containing such provisions as the Board may require (in particular, to ensure that the commercial intentions of the arrangements set out in this Agreement are maintained despite the Linked Shares having been transferred to the Permitted Transferee and accordingly restricting the ability of the Permitted Transferee to transfer the Linked Shares and requiring the compulsory transfer, conversion or forfeiture of the Linked Shares in relevant circumstances). Where the Linked Shares are listed on a stock exchange, this paragraph 3 shall not apply in respect of such number of the Linked Shares as have been Released.

4 MARKET STANDOFF

4.1 The Subscriber agrees that in the event of a Listing, with respect to the Linked Shares and any Shares acquired by the Subscriber pursuant to the exercise of the Option, subject to any early release provisions that apply pro rata to shareholders of the Company according to their holdings of shares in the Company (determined on an as-converted basis immediately prior to Listing), the Subscriber will not, if requested by the managing underwriter(s) in the initial underwritten sale of shares of the Company to the public (“Listed Shares”) pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the Securities Act of 1933 (the “IPO”), for a period of up to one hundred eighty (180) calendar days following the effective date of the registration statement relating to such IPO, directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Listed Shares or securities convertible into Listed Shares, except for: (i) transfers of Shares permitted under paragraph 4.2 so long as such transferee furnishes to the Company and the managing underwriter their written consent to be bound by this clause as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this paragraph 4.1 shall only apply to the IPO. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Shares subject to this clause and to impose stop transfer instructions with respect to the Shares until the end of such period. The Subscriber further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing restrictions on transfer. For the avoidance of doubt, the foregoing provisions of this

clause shall not apply to any registration of securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction.

4.2 The following transfers will be exempt from paragraph 4.1: (i) the transfer of any or all of the Shares during the Subscriber’s lifetime by gift or on the Subscriber’s death by will or intestacy to any member(s) of the Subscriber’s “Immediate Family” (as defined below) or (ii) to a trust for the benefit of the Subscriber and/or member(s) of the Subscriber’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of paragraph 4.1 will continue to apply to the transferred Shares in the hands of such transferee or other recipient. The term “Immediate Family” means the Subscriber’s spouse, the lineal descendant or antecedent, father, mother, brother or sister, child, adopted child, grandchild or adopted grandchild of the Subscriber or the Subscriber’s spouse, or the spouse of any of the above or Spousal Equivalent. A person is deemed to be a “Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the transferee and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither is married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last twelve (12) months and intend to do so indefinitely.

Schedule 3

Company Conversion Information Notice

To: [Subscriber]

[Address]

Date:

This notice is served pursuant to paragraph 2 of schedule 2 of the individual option and subscription agreement entered into between you and Midasplayer International Holding Company p.l.c. (“Company”) on [                    ] (“Subscription Agreement”).

Pursuant to paragraph 2.4 of schedule 2 of the Subscription Agreement, you are required to serve a notice on the Company in the form attached, requesting that the Conversion Number (as specified below) of your Linked Shares (as defined in the Subscription Agreement) convert into Deferred Shares on the Conversion Date (as specified below) in connection with a Sale:

Conversion Number:

Conversion Date:

On behalf of Midasplayer International Holding Company p.l.c.

Conversion Notice

To:	Midasplayer International Holding Company p.l.c.
	[Address]
Date:	[                    ]

Dear Sirs,

Conversion Notice

This notice is served pursuant to Article 7.7 of the articles of association (“Articles”) of Midasplayer International Holding Company p.l.c. In accordance with the Articles, notice is hereby given that the number of D3 Ordinary Shares specified below shall convert into Deferred Shares on the Conversion Date specified below. It is acknowledged that this conversion is intended to take effect immediately prior to the relevant Sale.

Conversion Number of D3 Ordinary Shares:                    

Conversion Date:                    

Signed

By [Subscriber] [acting by [insert name of agent / attorney] being such person’s duly appointed [agent / or attorney]]

[[and in the case of a notice exercised by an attorney]

Witnessed by:	[Witness signature]
Witness name:	[Insert name of witness]
Witness address:	[Insert address]]

Schedule 4

1 CALCULATION TO BE PERFORMED ON EXERCISE

1.1 Where the Subscriber has acquired Linked Shares, if the Option has been properly exercised but not all of the Linked Shares have been Released then this paragraph 1.1 shall apply to determine (a) the number of Linked Shares that are Released; and (b) the actual number of Option Shares in respect of which the Option shall be treated as exercised at that time and which are therefore to be issued or transferred to the Subscriber; and (c) the number of Option Shares that the Option shall be treated as lapsing in respect of:

1.1.1 For the purposes of this paragraph 1.1:

1.1.1.1 “Remaining Linked Shares Value” means the value of the Remaining Linked Shares calculated as follows:

1.1.1.2 “LMV” shall mean the Market Value of a Linked Share on the relevant Date of Exercise (as determined by the Board);

1.1.1.3 “OMV” shall mean the Market Value of an Option Share on the relevant Date of Exercise (as determined by the Board);

1.1.1.4 “Option Gain” means the ‘in the money value’ of the Shares which are purported to be the subject of the exercise, such value being calculated as follows:

1.1.1.5 “Remaining Linked Shares” means such number of the Linked Shares that have not yet been Released at the relevant time; and

1.1.1.6 “X” means the number of Shares in respect of which the Option is purported to be exercised, being the number of Shares which is specified in the relevant exercise notice.

1.1.2 If the Remaining Linked Shares Value is equal to or less than the Option Gain then:

1.1.2.1 all of the Remaining Linked Shares shall be Released;

1.1.2.2 the Option shall be treated as having been exercised in respect of a number of Option Shares (“Y”) where:

and Y shall be rounded down to the nearest whole number; and

1.1.2.3 the Option shall lapse in respect of a number of Option Shares calculated as X - Y.

1.1.3 If the Remaining Linked Shares Value is greater than the Option Gain then:

1.1.3.1 a number of the Remaining Linked Shares (“Z”) shall be Released, where:

and Z shall be rounded down to the nearest whole number;

1.1.3.2 the Option shall be treated as having been exercised in respect of none of the Option Shares; and

1.1.3.3 the Option shall lapse in respect of such number of Option Shares as is equal to X.

1.2 It is acknowledged that the Subscriber may acquire Linked Shares each of which does not have the same Market Value. If that is the case the Board shall adjust the calculations in paragraph 1.1 in such manner as it considers appropriate in order to take account of such differing Market Values and shall identify which of the Linked Shares are treated as Released under paragraph 1.1 (the Linked Shares having greater Market Values being Released in priority to other Linked Shares). References in this agreement to the “number of Linked Shares that have not been Released” (or similar phrases) shall be construed to relate to such of the Linked Shares as have not been Released taking account of the Board’s determination under this paragraph 1.2.

1.3 Any calculation (including the determination of the Option Gain and the Remaining Linked Shares Value) to be carried out under paragraph 1.1 shall be performed by the Board (whose determination shall be final and binding). The Board shall notify the Subscriber of the number of the Remaining Linked Shares which shall be treated as Released, the number of Option Shares in respect of which the Option shall be treated as exercised and the number of Option Shares in respect of which the Option shall be treated as lapsing. Examples of the intended operation of paragraph 1.1 are contained at Appendix 1 for illustration purposes.

Appendix1: Examples of operation of clause 3.3 and schedule 4

Example 1

For the purposes of this example, it is assumed that the Option is granted over 1,000 D1 ordinary shares (as the Option Shares) at an Exercise Price of $17 and that 1,000 D3 ordinary shares have been acquired (as Linked Shares). Assume that the shares in the Company are converted into a single class of A ordinary shares (under the Articles, as a result of a Listing). As a result of the conversion, the Option is treated as subsisting over 1,000 A ordinary shares. The value of the Company at the time of the Listing was such that the Subscriber’s 1,000 D3 ordinary shares have converted into 400 A ordinary shares in accordance with the conversion mechanism set out in the Company’s Articles of Association. (The remaining 600 D3 Ordinary Shares will convert into Deferred Shares and will be taken back by the Company for a nominal or no payment to the Subscriber). The Subscriber chooses to exercise the Option in two tranches as follows:

1. When half of the option has vested, the Option is purported to be exercised in respect of all 500 vested A ordinary shares at a time when the market value of an A ordinary share is $50.

Option Gain = 500 shares x ($50-17) = $16,500

Remaining Linked Share Value = 400 shares x $50 = $20,000. This exceeds the value of the Option Gain therefore paragraph 1.1.3 of schedule 4 applies.

2. Applying paragraph 1.1.3:

(a) the number of Remaining Linked Shares to be Released is calculated:

$16,500 / $50 = 330 A ordinary shares

(b) the Option is treated as not having been exercised over any shares (and so no Exercise Price is payable); and

(c) the Option is treated as having lapsed in respect of 500 A ordinary shares.

3. The Option therefore now subsists over only 500 A ordinary shares. 330 of the Linked Shares have been Released and so there are 70 Remaining Linked Shares.

4. When the remaining half of the Option has fully vested, the Subscriber purports to exercise the balance of the Option in full. At this time the value of an A ordinary share is $60.

Option Gain = 500 shares x ($60-17) = $21,500

Remaining Linked Share Value = 70 shares x $60 = $4,200. This is less than the Option Gain therefore paragraph 1.1.2 of schedule 4 applies

5. Applying paragraph 1.1.2:

(a) all of the Remaining Linked Shares are Released (i.e. 70 A ordinary shares already held by the Subscriber);

(b) the number of Option Shares that the Option is treated as having been exercised over is calculated:

($21,500 - $4,200) / ($60 - $17) = 402 shares

Since the Option is treated as exercised over 402 shares, an aggregate Exercise Price of $6,834 is payable by the Subscriber¹; and

(c) the Option is treated as having lapsed in respect of 98 A ordinary shares.

6. Accordingly, the Option has now lapsed in full and all Linked Shares have been Released.

Example 2

Facts as with Example 1, save that the value of an A ordinary share is $30 at step 4 rather than $60:

4. When the remaining half of the Option has fully vested, the Subscriber purports to exercise the balance of the Option in full. At this time the value of an A ordinary share is $30.

Option Gain = 500 shares x ($30-17) = $6,500

Remaining Linked Share Value = 70 shares x $30 = $2,100. This is less than the Option Gain therefore paragraph 1.1.2 of schedule 4 applies.

5. Applying paragraph 1.1.2:

(a) all of the Remaining Linked Shares are Released (i.e. 70 A ordinary shares already held by the Subscriber);

(b) the number of Option Shares that the Option is treated as having been exercised over is calculated:

($6,500 - $2,100) / ($30 - $17) = 338 shares

Since the Option is treated as exercised over 338 shares, an aggregate Exercise Price of $5,746 is payable by the Subscriber²; and

(c) the Option is treated as having lapsed in respect of 162 A ordinary shares.

6. Accordingly, the Option has now lapsed in full and all Linked Shares have been Released.

¹  As an alternative to delivering 402 A ordinary shares to the Subscriber at a price of $17 per share, the Company may agree to a net-settlement mechanism whereby instead the Subscriber receives a number of shares which has a value equal to the net gain. In this example, the aggregate Exercise Price would have been $6,834, which equates to 114 shares and so only 288 shares (i.e. 402 less 114) are actually delivered to the Subscriber. Depending upon company law requirements, a nominal payment may also need to be made by the Subscriber.

²  As an alternative to delivering 338 A ordinary shares to the Subscriber at a price of $17 per share, the Company may agree to a net-settlement mechanism whereby instead the Subscriber receives a number of shares which has a value equal to the net gain. In this example, the aggregate Exercise Price would have been $5,746, which equates to 191 shares and so only 147 shares (i.e. 338 less 191) are actually delivered to the Subscriber. Depending upon company law requirements, a nominal payment may also need to be made by the Subscriber.

Example 3

For the purposes of this example, it is assumed that the Option is granted (to an employee) over 1,000 D1 ordinary shares (as the Option Shares) at an Exercise Price of $17 and that 1,000 D3 ordinary shares have been acquired (as Linked Shares). Assume that the shares in the Company are converted into a single class of A ordinary shares (under the Articles, as a result of a Listing). As a result of the conversion, the Option is treated as subsisting over 1,000 A ordinary shares. The value of the Company at the time of the Listing was such that the Subscriber’s 1,000 D3 ordinary shares have converted into 400 A ordinary shares.

Before any part of the Option has vested, the Subscriber leaves employment (by resignation, other than for a “Good Reason”). Since the Option has not vested:

1. The Option can never be exercised and lapses.

2. As none of the Linked Shares have been Released, the Subscriber will be required to transfer the Linked Shares to an Employee Benefit Trust in consideration for a payment per Linked Share equal to the lesser of (i) the subscription price paid for the Linked Shares and (ii) the market price of the Linked Shares at the time of transfer less 25%.

Example 4

For the purposes of this example, it is assumed that the Option is granted over 1,000 D1 ordinary shares (as the Option Shares) at an Exercise Price of $17 and that 1,000 D3 ordinary shares have been acquired (as Linked Shares). No Listing has occurred. The Subscriber chooses to exercise the Option in two tranches as follows:

1. When half of the option has vested, the Option is purported to be exercised in respect of all 500 vested D1 ordinary shares at a time when the market value of a D1 ordinary share is $50. The market value of a Linked Share at that time is $20.

Option Gain = 500 shares x ($50-17) = $16,500

Remaining Linked Share Value = 1,000 shares x $20 = $20,000. This exceeds the value of the Option Gain therefore paragraph 1.1.3 of schedule 4 applies

2. Applying paragraph 1.1.3:

(a) the number of Remaining Linked Shares to be Released is calculated:

$16,500 / $20 = 825 D3 ordinary shares

(b) the Option is treated as not having been exercised over any shares (and so no Exercise Price is payable); and

(c) the Option is treated as having lapsed in respect of 500 D1 ordinary shares.

3. The Option therefore now subsists over only 500 D1 ordinary shares. 825 of the Linked Shares have been Released and so there are 175 Remaining Linked Shares.

4. When the remaining half of the Option has fully vested, the Subscriber purports to exercise the balance of the Option in full. At this time the value of a D1 ordinary share is $60. The market value of a Linked Share at that time is $30.

Option Gain = 500 shares x ($60-17) = $21,500

Remaining Linked Share Value = 175 shares x $30 = $5,250. This is less than the Option Gain therefore paragraph 1.1.2 of schedule 4 applies.

5. Applying paragraph 1.1.2:

(a) all of the Remaining Linked Shares are Released (i.e. 175 D3 ordinary shares already held by the Subscriber);

(b) the number of Option Shares that the Option is treated as having been exercised over is calculated:

($21,500 - $5,250) / ($60 - $17) = 377 shares

Since the Option is treated as exercised over 377 shares, an aggregate Exercise Price of $6,409 is payable by the Subscriber³; and

(c) the Option is treated as having lapsed in respect of 123 D1 ordinary shares.

6. Accordingly, the Option has now lapsed in full and all Linked Shares have been Released.

³  As an alternative to delivering 377 D1 ordinary shares to the Subscriber at a price of $17 per share, the Company may agree to a net-settlement mechanism whereby instead the Subscriber receives a number of shares which has a value equal to the net gain. In this example, the aggregate Exercise Price would have been $6,409, which equates to 107 shares and so only 270 shares (i.e. 377 less 107) are actually delivered to the Subscriber. Depending upon company law requirements, a nominal payment may also need to be made by the Subscriber.

Appendix 2: Section 431 election

Joint Election under s431 ITEPA 2003 for full or partial disapplication of Chapter 2 Income Tax (Earnings and Pensions) Act 2003

One Part Election

1. Between

the Employee

whose National Insurance Number is

and

the Company (who is the Employee’s employer)

of Company Registration Number

2. Purpose of Election

This joint election is made pursuant to section 431(1) or 431(2) Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and applies where employment-related securities, which are restricted securities by reason of section 423 ITEPA, are acquired.

The effect of an election under section 431(1) is that, for the relevant Income Tax and NIC purposes, the employment-related securities and their market value will be treated as if they were not restricted securities and that sections 425 to 430 ITEPA do not apply. An election under section 431(2) will ignore one or more of the restrictions in computing the charge on acquisition. Additional Income Tax will be payable (with PAYE and NIC where the securities are Readily Convertible Assets).

Should the value of the securities fall following the acquisition, it is possible that Income Tax/NIC that would have arisen because of any future chargeable event (in the absence of an election) would have been less than the Income Tax/NIC due by reason of this election. Should this be the case, there is no Income Tax/NIC relief available under Part 7 of ITEPA 2003; nor is it available if the securities acquired are subsequently transferred, forfeited or revert to the original owner.

3. Application

This joint election is made not later than 14 days after the date of acquisition of the securities by the Employee and applies to:

Number of securities
Description of securities
Name of issuer of securities	Midasplayer International Holding Company p.l.c.
acquired by the Employee on

4. Extent of Application

This election disapplies all restrictions attaching to the securities.

5. Declaration

This election will become irrevocable upon the later of its signing or the acquisition of employment-related securities to which this election applies.

In signing this joint election, we agree to be bound by its terms as stated above.

	/    /
Signature (Employee)	Date
	/    /
Signature (for and on behalf of the Company)	Date
Position in Company

Appendix 3: Articles of Association of the Company

EX-10.15

Exhibit 10.15

Dear             :

Sweden employee bonus scheme

I’d like to take this opportunity to thank you for the considerable time and effort that you have contributed towards making King what it is today.

I’m therefore really pleased to be able to confirm to you that with effect from 2011-07-01 your bonus will increase to             %.

In recognition of your hard work you have been awarded              Discretionary Bonus Units.

Discretionary Bonus Units (or “DBU’s” for short) are intended to incentivise and retain key employees at King. They will only have value if King is bought by a third party or floats on a recognised stock market for a price that is higher than a pre-set amount.

The value of an award of DBU’s will be depend on:

(a) The number of DBU’s awarded; and

(b) The future value of the King Group on the date of floatation OR the price paid in cash in the future by a buyer of the King Group of companies (whichever is first, if any).

50% of the value of any DBU’s awarded will become payable on the date that the King Group is bought (or floats). The remaining 50% will become payable on the first anniversary of the purchase (or floatation) of the King Group.

No amounts will be payable if an employee is not employed by the King Group on the relevant payment date.

The value of each DBU for a given purchase (or floatation) price of the King Group is set out in the attached sheet.

Example A

On 1 October, 2011 Employee A is awarded 2,000 DBU’s.

On 1 November, 2012 the King Group is bought for €125m.

Each DBU will be valued at €0.57 (as set out in the attached sheet).

If Employee A has been continuously employed by King up to and including 1 November, 2012 (s)he will be paid €570 (2,000 X €0.57 X 50% = €570.00). This amount will be taxed in the same way as salary.

If Employee A has been continuously employed by King up to and including 1 November 2013, (s)he will also be paid an additional €570 (2,000 X €0.57 X 50% = €570.00). This amount will be taxed in the same way as salary.

Total €1,140.

1

Example B

On 1 October, 2011 Employee B is awarded 3,000 DBU’s.

On 1 December, 2012 the King Group is bought for €225m.

Each DBU will be valued at €1.37 (as set out in the attached sheet)

If Employee B has been continuously employed by King up to and including 1 December, 2012 (s)he will be paid €2,055 (3,000 X €1.37 X 50%). This amount will be taxed in the same way as salary.

If Employee B has been continuously employed by King up to and including 1 December, 2013 (s)he will also be paid ‘an additional €2,055 (3,000 X €1.37 X 50%). This amount will be taxed in the same way as salary.

Total €4,110.

I look forward to continuing to work with you at King and helping us all make King a successful, rewarding and fun place to work.

Please confirm your acknowledgement of your award of Discretionary Bonus Units by signing and dating where indicated below and returning one copy of this letter to me.

Best regards,

Riccardo Zacconi.

Signed by:

Date:

2

EX-10.17

Exhibit 10.17

EXECUTION COPY

ABL CREDIT AGREEMENT

dated as of October 7, 2013,

among

MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED,

as Holdings,

KING.COM LIMITED and MIDASPLAYER VERTRIEBS GMBH,

as the Borrowers,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender,

and

THE LENDERS FROM TIME TO TIME PARTY HERETO

[CS&M Ref No. 6702-099]

J.P. MORGAN SECURITIES LLC, CREDIT SUISSE SECURITIES (USA) LLC and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01	Defined Terms		1
Section 1.02	Other Interpretive Provisions		73
Section 1.03	Accounting Terms		74
Section 1.04	Rounding		75
Section 1.05	References to Agreements, Laws, Etc.		75
Section 1.06	[Reserved]		75
Section 1.07	Timing of Payment or Performance		75
Section 1.08	Currency Equivalents Generally		75
ARTICLE II
THE COMMITMENTS AND BORROWINGS
Section 2.01	Revolving Credit Borrowing; Protective Advances		76
Section 2.02	Borrowings, Conversions and Continuations of Loans		78
Section 2.03	Letters of Credit		80
Section 2.04	Swing Line Loans		90
Section 2.05	Prepayments		92
Section 2.06	Termination or Reduction of Commitments		94
Section 2.07	Repayment of Loans		95
Section 2.08	Interest		95
Section 2.09	Fees		96
Section 2.10	Computation of Interest and Fees		96
Section 2.11	Evidence of Indebtedness		97
Section 2.12	Payments Generally		97
Section 2.13	Sharing of Payments		99
Section 2.14	Incremental Credit Extensions		100
Section 2.15	Extensions of Revolving Credit Loans and Revolving Credit Commitments		102
Section 2.16	Defaulting Lenders		106
Section 2.17	Borrower Agent		108

		Page
ARTICLE III
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
Section 3.01	Taxes		109
Section 3.02	Illegality		113
Section 3.03	Inability to Determine Rates		113
Section 3.04	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans		114
Section 3.05	Funding Losses		115
Section 3.06	Matters Applicable to All Requests for Compensation		116
Section 3.07	Replacement of Lenders under Certain Circumstances		117
Section 3.08	Survival		118
ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
Section 4.01	Conditions of Initial Credit Extensions		119
Section 4.02	Conditions to Credit Extensions After the Closing Date		120
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Section 5.01	Existence, Qualification and Power; Compliance with Laws		121
Section 5.02	Authorization; No Contravention		122
Section 5.03	Governmental Authorization; Other Consents		122
Section 5.04	Binding Effect		123
Section 5.05	Financial Statements; No Material Adverse Effect		123
Section 5.06	Litigation		124
Section 5.07	Ownership of Property; Liens		124
Section 5.08	Environmental Compliance		124
Section 5.09	Taxes		125
Section 5.10	Pension Scheme Events		125
Section 5.11	Subsidiaries; Equity Interests		125
Section 5.12	Margin Regulations; Investment Company Act		125
Section 5.13	Disclosure		125
Section 5.14	Intellectual Property; Licenses, Etc.		126
Section 5.15	Solvency		126
Section 5.16	Collateral Documents		126

-ii-

		Page
Section 5.17	Use of Proceeds		127
Section 5.18	Senior Indebtedness		127
Section 5.19	Patriot Act		127
Section 5.20	Anti-Corruption Laws and Sanctions		127
Section 5.21	Specified Contracts		128
Section 5.22	Agency Agreement		128
Section 5.23	Centre of Main Interest; Contractual Relationship		129
ARTICLE VI
AFFIRMATIVE COVENANTS
Section 6.01	Financial Statements		129
Section 6.02	Certificates; Other Information		130
Section 6.03	Notices		132
Section 6.04	Maintenance of Existence		133
Section 6.05	Maintenance of Properties		133
Section 6.06	Maintenance of Insurance		133
Section 6.07	Compliance with Laws		133
Section 6.08	Books and Records		133
Section 6.09	Inspection Rights		134
Section 6.10	Covenant to Guarantee Obligations and Give Security		134
Section 6.11	Use of Proceeds		135
Section 6.12	Further Assurances and Post-Closing Conditions		135
Section 6.13	[Reserved.]		136
Section 6.14	Payment of Taxes		136
Section 6.15	Nature of Business		136
Section 6.16	End of Fiscal Years; Fiscal Quarters		136
Section 6.17	Specified Deposit Accounts; Cash Management; Cash Dominion Period		136
Section 6.18	Borrowing Base Certificate; Field Examinations		138
Section 6.19	Specified Contracts		139
ARTICLE VII
NEGATIVE COVENANTS
Section 7.01	Liens		141
Section 7.02	Investments		145

-iii-

		Page
Section 7.03	Indebtedness		148
Section 7.04	Fundamental Changes		153
Section 7.05	Dispositions		155
Section 7.06	Restricted Payments		157
Section 7.07	Transactions with Affiliates		161
Section 7.08	Prepayments, Etc., of Indebtedness		163
Section 7.09	[Reserved]		163
Section 7.10	Negative Pledge		163
Section 7.11	Financial Covenant		165
Section 7.12	Use of Proceeds		165
Section 7.13	Agency Agreement		165
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
Section 8.01	Events of Default		166
Section 8.02	Remedies Upon Event of Default		168
Section 8.03	Exclusion of Immaterial Subsidiaries		169
Section 8.04	Application of Funds		169
Section 8.05	Permitted Holders’ Right to Cure		170
ARTICLE IX
ADMINISTRATIVE AGENT AND OTHER AGENTS
Section 9.01	Appointment and Authorization of Agents		172
Section 9.02	Delegation of Duties		173
Section 9.03	Liability of Agents		173
Section 9.04	Reliance by Agents		174
Section 9.05	Notice of Default		174
Section 9.06	Credit Decision; Disclosure of Information by Agents		175
Section 9.07	Indemnification of Agents		176
Section 9.08	Agents in their Individual Capacities		176
Section 9.09	Successor Agents		177
Section 9.10	Administrative Agent May File Proofs of Claim		178
Section 9.11	Collateral and Guaranty Matters		178
Section 9.12	Other Agents; Arrangers and Managers		179
Section 9.13	Withholding Tax		179

-iv-

		Page
Section 9.14	Secured Cash Management Agreements and Secured Hedge Agreements		179
Section 9.15	German Collateral Matters		180
ARTICLE X
MISCELLANEOUS
Section 10.01	Amendments, Etc		182
Section 10.02	Notices and Other Communications; Facsimile Copies		185
Section 10.03	No Waiver; Cumulative Remedies		186
Section 10.04	Attorney Costs and Expenses		186
Section 10.05	Indemnification by the Borrowers		187
Section 10.06	Payments Set Aside		188
Section 10.07	Successors and Assigns		188
Section 10.08	Confidentiality		194
Section 10.09	Setoff		195
Section 10.10	Counterparts		195
Section 10.11	Integration		195
Section 10.12	Survival of Representations and Warranties		196
Section 10.13	Severability		196
Section 10.14	GOVERNING LAW		196
Section 10.15	WAIVER OF RIGHT TO TRIAL BY JURY		197
Section 10.16	Binding Effect		198
Section 10.17	Lender Action		198
Section 10.18	USA PATRIOT Act		198
Section 10.19	Release of Collateral and Guarantee Obligations; Subordination of Liens		198
Section 10.20	Judgment Currency		200

-v-

SCHEDULES
2.01	–	Revolving Credit Commitments
4.01	–	Closing Date Collateral Documents
5.06	–	Litigation
5.11	–	Subsidiaries
5.21	–	Specified Contracts
7.01	–	Existing Liens
7.02	–	Existing Investments
7.03	–	Existing Indebtedness
7.05	–	Dispositions
7.07	–	Transactions with Affiliates
7.11	–	Negative Pledge Clauses
10.02	–	Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS
Form of
A	–	Assignment and Assumption
B	–	Borrowing Base Certificate
C-1A	–	Committed Loan Notice (Borrowings)
C-1B	–	Committed Loan Notice (Conversion/Continuations)
C-2	–	Swing Line Loan Notice
D	–	Information Certificate
E	–	Note

-vi-

CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of October 7, 2013, among KING.COM LIMITED, a private limited liability company incorporated in Malta with registration number C42504 (the “Maltese Borrower”), MIDASPLAYER VERTRIEBS GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, registered with the commercial register of the local court of Hamburg with registration number HRB 94746 (the “German Borrower” and, together with the Maltese Borrower, the “Borrowers”), MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED, a private limited liability company incorporated in Malta with registration number C40465 (“Holdings”; as hereinafter further defined), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, and each LENDER (as hereinafter defined) from time to time party hereto.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 Defined Terms. As used in this Agreement, including in the preamble to this Agreement, the following terms shall have the meanings set forth below:

“2013 Distribution” means the declaration and payment of one or more Restricted Payments by the Restricted Subsidiaries to Holdings, and thereafter by Holdings to the holders of its Equity Interests (including the holders of options and similar rights), in an aggregate amount not to exceed $600,000,000; provided that if the Payment Conditions applicable to Section 7.06(j) are not satisfied as of the date on which any such Restricted Payments are to be made, such Restricted Payments shall not exceed an aggregate amount of $400,000,000.

“Account” means (a) an “Account” or “Payment Intangible” as defined in Article 9 of the UCC and (b) any asset or property that would constitute an “Account”, “Trade Receivable” or “Pledged Right” (or any similar term) as defined in any Collateral Document.

“Account Debtor” means any Apple Entity, any Facebook Entity or any Google Entity.

“Account Debtor Payment Redirection Event” means (a) each period beginning on the date that Excess Availability shall have been less than the greater of (x) $10,000,000 and (y) 10.0% of the Aggregate Revolving Credit Commitments, in either case, for five consecutive Business Days, and ending on the date that Excess Availability shall have been at least the greater of (x) $10,000,000 and (y) 10.0% of the Aggregate Revolving Credit Commitments, in each case, for 30 consecutive calendar days or (b) upon the occurrence of a Specified Event of Default, the period that such Specified Event of Default shall be continuing.

“ACH” means automated clearing house transfers.

“Acquired EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary (determined as if references to Holdings and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” were references to such Acquired Entity or Business or Converted Restricted Subsidiary and its subsidiaries that will become Restricted Subsidiaries), as determined on a consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary in accordance with IFRS.

“Acquired Entity or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”

“Additional Lender” has the meaning specified in Section 2.14(d).

“Adjustment Date” means the first day of each April, July, October and January, as applicable.

“Administrative Agent” means JPMCB, in its capacity as administrative agent under the Loan Documents, or any successor administrative agent appointed in accordance with Section 9.09. Unless the context requires otherwise, the term “Administrative Agent” shall include any Affiliate of JPMCB that JPMCB shall have designated for the purpose of performing any of its obligations hereunder in such capacity.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 or such other address or account as the Administrative Agent may from time to time notify to the Borrowers and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control, with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Agency Agreement” means the Agency Agreement dated 1 January 2012, between the Maltese Borrower and the German Borrower, or any replacement agency agreement entered into between the Maltese Borrower and the German Borrower in accordance with Section 7.13.

“Agent-Related Persons” means the Agents and their respective Related Persons.

“Agents” means, collectively, the Administrative Agent and the Collateral Agent.

-2-

“Aggregate Borrowing Base” means, at any time, the sum of (a) the German Borrowing Base and (b) the Maltese Borrowing Base.

“Aggregate Eligible A/R” means, as of any Borrowing Base Reporting Date, the sum of (a) the excess of (i) the Apple Adjusted Gameplay Collections A/R as of such Borrowing Base Reporting Date over (ii) the Apple Ineligible Amount as of the end of the calendar month then most recently ended (or, during any Enhanced Reporting Period, if the Apple Ineligible Amount is not available as of such month-end and such month-end is less than seven calendar days prior to such Borrowing Base Reporting Date, then as of the end of the preceding calendar month), (b) the excess of (i) the Facebook Adjusted Gameplay Collections A/R as of such Borrowing Base Reporting Date over (ii) the Facebook Ineligible Amount as of the end of the calendar month then most recently ended (or, during any Enhanced Reporting Period, if the Facebook Ineligible Amount is not available as of such month-end and such month-end is less than seven calendar days prior to such Borrowing Base Reporting Date, then as of the end of the preceding calendar month) and (c) the excess of (i) the Google Adjusted Gameplay Collections A/R as of such Borrowing Base Reporting Date over (ii) the Google Ineligible Amount as of the end of the calendar month then most recently ended (or, during any Enhanced Reporting Period, if the Google Ineligible Amount is not available as of such month-end and such month-end is less than seven calendar days prior to such Borrowing Base Reporting Date, then as of the end of the preceding calendar month).

“Aggregate Revolving Credit Commitments” means the Revolving Credit Commitments of all the Lenders.

“Agreement” means this Credit Agreement.

“Anti-Corruption Laws” means all Laws of any jurisdiction applicable to Holdings or the Restricted Subsidiaries from time to time relating to bribery or corruption.

“Apax” means Apax Partners, LLP and each of its Affiliates and any funds, partnerships or other investment vehicles managed or controlled by it or its Affiliates, but not including, however, any operating portfolio companies of any of the foregoing entities.

“Apple” means Apple Inc., a California corporation.

“Apple Adjusted Gameplay Collections A/R” means, as of any Borrowing Base Reporting Date, an amount reported in U.S. Dollars equal to:

(a) the Apple Gameplay Collections A/R as of the end of the calendar month then most recently ended, minus

(b) the aggregate amount of the Gameplay Collections Remittances made by the Apple Entities after the end of the calendar month then most recently ended to and including such Borrowing Base Reporting Date, plus

(c) the sum of the Apple Daily Gameplay Collections Remittance Amount for each day after the end of the calendar month then most recently ended to and including such Borrowing Base Reporting Date; minus

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(d) the product of (i) the amount calculated pursuant to clause (c) above multiplied by (ii) the Apple Dilution Reserve Percentage;

provided that:

(i) the Apple Adjusted Gameplay Collections A/R as of any Borrowing Base Reporting Date shall not exceed the sum of the Apple Daily Gameplay Collections Remittance Amount for 45 consecutive calendar days ending with such Borrowing Base Reporting Date;

(ii) the Apple Adjusted Gameplay Collections A/R shall not include amounts with respect to which the Maltese Borrower’s right to receive payment in U.S. Dollars is not absolute or is contingent upon the fulfillment of any condition whatsoever (other than the passage of time until the next remittance cycle), including any discretionary “bonus” payments by the Apple Entities; and

(iii) the Apple Adjusted Gameplay Collections A/R shall be deemed to be zero at any time that any of the Borrowing Base General Eligibility Requirements with respect thereto shall not be satisfied.

“Apple Contract” means (a) the Registered Apple Developer Agreement between the Maltese Borrower and Apple, (b) the iOS Developer Program License Agreement between the Maltese Borrower and Apple, including Schedules 2 and 3 thereto, and (c) any other agreement between the Maltese Borrower and any Apple Entity, or any document published by Apple and applicable to the Maltese Borrower, in each case giving rise to or governing any Accounts owing by any Apple Entity to the Maltese Borrower, in each case together with all schedules, exhibits and annexes thereto and as in effect from time to time. Unless the context requires otherwise (including in the case of any express reference to “any” Apple Contract), the term Apple Contract shall be deemed to refer to the foregoing agreements and documents collectively.

“Apple Daily Gameplay Collections Remittance Amount” means, for any day, the amount of the Gameplay Collections by the Apple Entities for such day, as reported to the Maltese Borrower by any Apple Entities, but only to the extent that such amount gives rise to a trade receivable of the Maltese Borrower in accordance with IFRS and, in any event, net of any service fees of, or Taxes or other amounts chargeable or withheld by, the Apple Entities with respect to such Gameplay Collections to the extent reducing the expected amount of the Gameplay Collections Remittances with respect thereto.

“Apple Dilution Reserve Percentage” means, at any time, the ratio (expressed as a percentage) equal to (a) the aggregate amount of the applicable Dilution Factors in respect of the Apple Contract for the three most recently ended fiscal months of the Maltese Borrower divided by (b) the total gross revenues of the Maltese Borrower attributable to the Gameplay Collections by the Apple Entities for the three most recently ended fiscal months of the Maltese Borrower.

“Apple Entity” means Apple or any Subsidiary thereof that is or becomes a party to any Apple Contract.

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“Apple Gameplay Collections A/R” means, as of any date, the aggregate amount of the trade receivables of the Maltese Borrower as of such date arising under the Apple Contract on account of the Gameplay Collections made by the Apple Entities, determined in accordance with IFRS and, in any event, net of any service fees of, or Taxes or other amounts chargeable or withheld by, the Apple Entities with respect to such Gameplay Collections to the extent reducing the expected amount of the Gameplay Collections Remittances with respect thereto.

“Apple Ineligible Amount” means, as of any date, (a) the aggregate amount of trade payables and other monetary obligations owed as of such date by the Maltese Borrower or any of its Affiliates to any Apple Entity, whether or not then due and payable, including any such payables and obligations in respect of marketing services provided by the Apple Entities, and (b) without duplication of any reduction in the calculation of the Apple Gameplay Collections A/R as of any day or of the Apple Daily Gameplay Collections Remittance Amount for any day, in the event any Accounts owed as of such date by the Apple Entities to the Maltese Borrower shall be subject to any dispute, the amount thereof in dispute.

“Applicable Creditor” has the meaning specified in Section 10.20(b).

“Applicable Lending Office” means for any Lender, such Lender’s office, branch or affiliate designated for Eurocurrency Rate Loans, Base Rate Loans, L/C Advances, Swing Line Loans or Letters of Credit, as applicable, with respect to the applicable Borrower, as notified to the Administrative Agent and the Borrower Agent (including pursuant to any designation set forth on Schedule 2.01) or as otherwise specified in the Assignment and Assumption pursuant to which such Lender became a party hereto, any of which offices may, subject to Sections 3.01(e) and 3.02, be changed by such Lender upon 10 days’ prior written notice to the Administrative Agent and the Borrower Agent.

“Applicable Rate” means a percentage per annum equal to (a) until the end of the first full fiscal quarter ending after the Closing Date, (i) for Eurocurrency Rate Loans or Overnight LIBO Rate Loans, 2.25% per annum, and (ii) for Base Rate Loans, 1.25% per annum and (b) thereafter, the following percentages per annum, based upon Average Historical Excess Availability as of the most recent Adjustment Date:

Average Historical Excess Availability	Applicable Rate for Eurocurrency Rate Loans/Overnight LIBO Rate Loans			Applicable Rate for Base Rate Loans
> 66.7%		2.00	%		1.00	%
< 66.7% but > 33.3%		2.25	%		1.25	%
< 33.3%		2.50	%		1.50	%

The Applicable Rate shall be adjusted quarterly in accordance with the table above on each Adjustment Date for the period beginning on such Adjustment Date based upon the Average Historical Excess Availability as the Administrative Agent shall determine in good

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faith. Any increase or decrease in the Applicable Rate resulting from a change in the Average Historical Excess Availability shall become effective on the Adjustment Date. Notwithstanding the foregoing, if the Borrowers shall fail to deliver any Borrowing Base Certificate by the time required under Section 6.18(a), then the Applicable Rate shall be determined by reference to the last category in the table above from and including the day next following the date by which such Borrowing Base Certificate shall have been due to but excluding the day next following the date on which such Borrowing Base Certificate shall have been delivered.

“Applicable Unused Commitment Fee Rate” means, for any day, a percentage per annum equal to (a) initially, 0.500% per annum and (b) following the end of the first full fiscal quarter ending after the Closing Date, the following percentages per annum, based upon Average Revolving Loan Utilization as of the most recent Adjustment Date:

Average Revolving Loan Utilization	Unused Commitment Fee
< 50%		0.500	%
> 50%		0.375	%

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to any Letters of Credit, (i) the relevant L/C Issuer and (ii) the Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Foreign Bank” has the meaning specified in the definition of “Cash Equivalents.”

“Approved Fund” means any Person (other than a natural person) that is engaged or advises funds or other investment vehicles that are engaged in making, purchasing, holding or investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course of business and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit A or such other form as shall be reasonably acceptable to the Borrower Agent and the Administrative Agent.

“Attorney Costs” means and includes all reasonable and documented or invoiced out-of-pocket fees, expenses and disbursements of any law firm or other external legal counsel.

“Audited Financial Statements” means the audited consolidated statements of financial position of Holdings and the Subsidiaries for the fiscal years ended December 31, 2011 and December 31, 2012 and the related audited consolidated statements of operations, comprehensive income, changes in equity and cash flows of Holdings and the Subsidiaries for the fiscal years ended December 31, 2010, December 31, 2011 and December 31, 2012.

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“Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Available Equity Amount” means, at any time (the “Available Equity Amount Reference Time”), an amount equal to, without duplication, (a) the amount of any capital contributions or other equity issuances (or issuances of Indebtedness that have been converted into or exchanged for Qualified Equity Interests) received as cash equity by Holdings after the Closing Date and during the 30-day period immediately preceding the Available Equity Amount Reference Time, but excluding all proceeds from the issuance of Disqualified Equity Interests and all amounts increasing any Investment or Restricted Payment basket set forth in Section 7.02 or 7.06 (other than any such basket based on the Available Equity Amount), plus (b) the aggregate amount of all dividends, returns, interests, profits, distributions, income and similar amounts (in each case, to the extent made in cash or Cash Equivalents) received by Holdings or any Restricted Subsidiary on Investments made using the Available Equity Amount during the period from and including the Business Day immediately following the Closing Date through and including the Available Equity Amount Reference Time, but excluding all amounts increasing any Investment or Restricted Payment basket set forth in Section 7.02 or 7.06 (other than any such basket based on the Available Equity Amount) and without duplication of any decrease in the amount of any Investment (pursuant to the definition of such term) on account thereof; provided that the aggregate amount by which the Available Equity Amount is increased pursuant to this clause (b) in respect of any such Investment shall not exceed the original amount of such Investment, minus (c) the sum, without duplication, and, without taking into account the proposed portion of the Available Equity Amount calculated above to be used at the applicable Available Equity Amount Reference Time, of:

(i) the aggregate amount of any Investments made by Holdings or any Restricted Subsidiary using the Available Equity Amount after the Closing Date and prior to the Available Equity Amount Reference Time;

(ii) the aggregate amount of any Restricted Payments made by Holdings or any Restricted Subsidiary using the Available Equity Amount pursuant to Section 7.06 after the Closing Date and prior to the Available Equity Amount Reference Time; and

(iii) the aggregate amount expended on prepayments, repurchases, redemptions and defeasements made by Holdings or any Restricted Subsidiary using the Available Equity Amount pursuant to Section 7.08 after the Closing Date and prior to the Available Equity Amount Reference Time.

“Available Equity Amount Reference Time” has the meaning specified in the definition of the term “Available Equity Amount.”

“Average Historical Excess Availability” means, at any Adjustment Date, the average daily Excess Availability for the three-month period immediately preceding such Adjustment Date, divided by the Maximum Credit at such time.

“Average Revolving Loan Utilization” means, at any Adjustment Date, the average daily aggregate Revolving Credit Exposure (excluding any Revolving Credit Exposure

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resulting from any outstanding Swing Line Loans or Protective Advances) for the three-month period immediately preceding such Adjustment Date (or, if less, the period from the Closing Date to such Adjustment Date), divided by the Aggregate Revolving Credit Commitments at such time.

“Bankruptcy Code” means Title 11 of the United State Code, as amended, or any similar federal or state law for the relief of debtors.

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(a) the Prime Rate;

(b)  ¹⁄₂ of 1% per annum above the Federal Funds Rate; and

(c) the Eurocurrency Rate for an Interest Period of one month plus 1%; provided that, for the avoidance of doubt, for purposes of calculating the Eurocurrency Rate pursuant to this clause (c), the Eurocurrency Rate for any day shall be the rate per annum equal to the London interbank offered rate as administered by the British Bankers Association (or any other Person that takes over the administration of such rate) for deposits in U.S. Dollars (for delivery on the first day of such Interest Period) with a term of one month as displayed on the Reuters screen page that displays such rate (currently page LIBOR01) (or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion), at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that, if such rate is not available at such time for such a period, then the Eurocurrency Rate for such day shall be the Interpolated Rate on such day for an Interest Period of one month; provided further that if it is not possible to calculate the Interpolated Rate, then the Eurocurrency Rate for such day shall be the rate per annum determined by the Administrative Agent as the rate of interest (rounded upward to the next 1/100th of 1%) at which deposits in U.S. Dollars in the amount of $5,000,000 for an Interest Period of one month would be offered on such date by the principal London office of the Administration Agent to major banks in the London interbank market at their request.

“Base Rate Loan” means a Loan that bears interest at a rate based on the Base Rate.

“Basel III” means, collectively, those certain agreements on capital requirements, leverage ratios and liquidity standards contained in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems,” “Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring,” and “Guidance for National Authorities Operating the Countercyclical Capital Buffer,” each as published by the Basel Committee on Banking Supervision in December 2010 (as revised from time to time).

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“Bi-Weekly Enhanced Reporting Period” means each period beginning on the date that Excess Availability shall have been less than the greater of (a) $20,000,000 and (b) 20.0% of the Aggregate Revolving Credit Commitments, in either case, for five consecutive Business Days, and ending on the date that Excess Availability shall have equaled at least the greater of (i) $20,000,000 and (ii) 20.0% of the Aggregate Revolving Credit Commitments, in each case, for 30 consecutive calendar days.

“Board of Directors” means, with respect to any Person, (a) in the case of any corporation, the board of directors of such Person or any committee thereof duly authorized to act on behalf of such board, (b) in the case of any limited liability company, the board of managers or board of directors of such Person, (c) in the case of any partnership, the board of directors or board of managers of a general partner of such Person and (d) in any other case, the functional equivalent of the foregoing.

“Borrower Agent” has the meaning specified in Section 2.17.

“Borrowers” has the meaning specified in the preamble hereto.

“Borrowing” means (a) the incurrence of Swing Line Loans from the Swing Line Lender on a given date, (b) the making of Protective Advances by the Administrative Agent on a given date, (c) Revolving Credit Loans of the same Type made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect and (d) Extended Revolving Credit Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.

“Borrowing Base Certificate” means a certificate substantially in the form of Exhibit B (with such changes thereto as may be required by the Administrative Agent from time to time to reflect the components of and reserves against the German Borrowing Base or the Maltese Borrowing Base, as applicable, as provided for hereunder), together with all attachments and supporting documentation contemplated thereby, signed and certified as accurate and complete by a Responsible Officer of each Borrower.

“Borrowing Base General Eligibility Requirements” means, at any time, with respect to the Apple Adjusted Gameplay Collections A/R, the Facebook Adjusted Gameplay Collections A/R or the Google Gameplay Collections A/R, as applicable the requirement that:

(a) the Maltese Borrower or the German Borrower, as applicable, shall be able to bring suit or otherwise enforce its remedies through judicial process in a court of competent jurisdiction (and, in any event, in a court of the jurisdiction of the governing law of the applicable Specified Contract) against the applicable Apple Entities, the applicable Facebook Entities or the applicable Google Entities, as applicable, with respect to the Apple Contract, the Facebook Contract or the Google Contract, as applicable;

(b) the Collateral Agent shall have a Lien, created under the Collateral Documents and perfected as and to the extent contemplated hereby or thereby, on all the Accounts of the Maltese Borrower or the German Borrower, as applicable, arising under the Apple Contract, the Facebook Contract or the Google Contract, as applicable;

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(c) (i) none of the Apple Contract, the Facebook Contract or the Google Contract, as applicable, shall have been amended, supplemented, replaced or otherwise modified in any manner since the Closing Date, including by virtue of (A) a change in the governing law thereof to, in the case of the Apple Contract or the Facebook Contract, a law other than that of any State of the United States or, in the case of the Google Contract, other than English law, (B) a change in the Account Debtor(s) under the Apple Contract, the Facebook Contract or the Google Contract, as applicable, that act as agents or commissionaires (or in any similar capacity) of the Maltese Borrower or the German Borrower, as applicable, to collect Gameplay Collections or (C) a change in the current address and contact information for the service of notices to be delivered to the Apple Entities, the Facebook Entities or the Google Entities, as applicable, under the Apple Contract, the Facebook Contract or the Google Contract, as applicable, that has not been notified in writing to the Administrative Agent and (ii) there has been no change in the Payor Entity under the Apple Contract, the Facebook Contract or the Google Contract, as applicable, since the Closing Date (any of the foregoing, a “Specified Contracts Change”), in each case under clauses (i) and (ii) above, if the Administrative Agent determines, in consultation with counsel, that such Specified Contracts Change has had, or could reasonably be expected to have (including on account of a novation of any of the Apple Contract, the Facebook Contract or the Google Contract, as applicable, since the form thereof in effect on the Closing Date) an adverse effect on the enforceability, validity, perfection or priority of the Liens created under the Collateral Documents (subject to the limitations already expressly set forth therein); provided that (A) in the event of any such Specified Contracts Change, if the Administrative Agent determines that the effect of such Specified Contracts Change is of such character or such magnitude as may be addressed through the establishment of a Reserve with respect thereto, then the Administrative Agent may agree that no eligibility exclusion shall occur under this clause (c) on account of such Specified Contracts Change and (B) if the Administrative Agent determines that, as a result of the execution and delivery of one or more New Collateral Documents and/or the taking of any other action contemplated by the term “Collateral and Guarantee Requirement”, the Collateral and Guarantee Requirement shall have been satisfied notwithstanding any such Specified Contracts Change, then no eligibility exclusion shall occur under this clause (c) on account of such Specified Contracts Change;

(d) any Accounts of the Maltese Borrower or the German Borrower, as applicable, arising under the Apple Contract, the Facebook Contract or the Google Contract, as applicable, shall not be subject to any Lien other than (i) Liens in favor of the Collateral Agent created under the Collateral Documents and (ii) nonconsensual Liens arising by operation of Law permitted under Section 7.01 (the foregoing shall not be deemed to limit the ability of the Administrative Agent to change, establish or eliminate any Reserves in its Permitted Discretion on account of any such permitted Liens);

(e) Gameplay Collections Remittances by the Apple Entities and the Facebook Entities shall be made solely in U.S. Dollars, and Gameplay Collections Remittances by the Google Entities shall be made solely in U.S. Dollars or Euros;

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(f) neither Apple, Facebook or Google, as applicable, nor any of its related Payor Entities shall be subject to an event of the type described in Section 8.01(f); and

(g) the remittance cycle of the Apple Entities, the Facebook Entities or the Google Entities, as applicable, shall be substantially consistent with the remittance cycle applicable on the Closing Date, except where the Administrative Agent determines that the effect of any such inconsistency is not adverse to the interests of the Lenders; provided that if the Administrative Agent determines that the effect of any such inconsistency is of such character or such magnitude as may be addressed through the establishment of a Reserve with respect thereto, then the Administrative Agent may agree that no eligibility exclusion shall occur under this clause (g) on account of such inconsistency.

It is understood and agreed that any determination or agreement by the Administrative Agent under clause (c) or (g) above shall be effective only in the specific instance and for the specific purpose for which made and that the requirements of clauses (c) and (g) shall continue to apply to any further nonsatisfaction of any of the requirements set forth in such clauses. The Administrative Agent agrees to consider in good faith any request by the Borrower Agent to make any determination or agreement referred to in clause (c) or (g) above, it being understood that the Administrative Agent shall evaluate any such request on the basis of its reasonable credit judgment (from the perspective of an asset-based lender) exercised in good faith and that the Administrative Agent shall have no obligation (express or implied) to make any such requested determination or agreement if, in its opinion, doing so could expose the Administrative Agent to liability or be contrary to any Loan Document.

“Borrowing Base Reporting Date” means (a) the 15th day of each calendar month, (b) during any Bi-Weekly Enhanced Reporting Period, the first Sunday on or after the commencement of such Bi-Weekly Enhanced Reporting Period and each second Sunday thereafter or (c) during the Weekly Enhanced Reporting Period, Sunday of each calendar week.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to remain closed under the Laws of, or in fact remain closed in, New York City, London, England, Frankfurt, Germany or Valletta, Malta; provided that (a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan, any fundings, disbursements, settlements or payments in respect of any Eurocurrency Rate Loan, or any other dealings in U.S. Dollars to be carried out pursuant to this Agreement in respect of any Eurocurrency Rate Loan, “Business Day” shall also exclude any day on which dealings in deposits in U.S. Dollars are not conducted by and between banks in the London interbank eurocurrency market and (b) if such day relates to any fundings, disbursements, settlements or payments in respect of any Loan or any Letter of Credit, “Business Day” shall also exclude any day on which the TARGET2 payment system is not open for the settlement of payments in Euros.

“Capital Expenditures” means, for any period, the aggregate of, without duplication, (a) all expenditures (whether paid in cash or accrued as liabilities and including Capitalized Research and Development Costs and Capitalized Software Expenditures) by Holdings and its

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Restricted Subsidiaries during such period that, in conformity with IFRS, are, or are required to be, included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of Holdings and its Restricted Subsidiaries and (b) all fixed asset additions financed through Capitalized Lease Obligations Incurred by Holdings and its Restricted Subsidiaries and recorded on the balance sheet in accordance with IFRS during such period.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with IFRS.

“Capitalized Leases” means, as applied to any Person, all leases of property that have been or are required to be, in accordance with IFRS, recorded as finance leases of such Person.

“Capitalized Research and Development Costs” means research and development costs that have been, or are required to be, in accordance with IFRS, capitalized.

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by Holdings and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements and intellectual property that, in conformity with IFRS, are, or are required to be, reflected as capitalized costs on the consolidated balance sheet of Holdings and its Restricted Subsidiaries.

“Cash Collateral” has the meaning specified in Section 2.03(f).

“Cash Collateralize” has the meaning specified in Section 2.03(f).

“Cash Dominion Period” means (a) each period beginning on the date that Excess Availability shall have been less than the greater of (x) $10,000,000 and (y) 10.0% of the Aggregate Revolving Credit Commitments, in either case, for five consecutive Business Days, and ending on the date that Excess Availability shall have been at least the greater of (x) $10,000,000 and (y) 10.0% of the Aggregate Revolving Credit Commitments, in each case, for 30 consecutive calendar days or (b) upon the occurrence of a Specified Event of Default, the period that such Specified Event of Default shall be continuing.

“Cash Equivalents” means any of the following types of Investments, to the extent owned by Holdings or any Restricted Subsidiary:

(1) (i) U.S. Dollars, Euros and Pounds Sterling and (ii) other currencies held by Holdings and its Restricted Subsidiaries in the ordinary course of business;

(2) securities issued or directly and fully and unconditionally guaranteed or insured by the United States, United Kingdom, German or Maltese government or any agency or instrumentality of the foregoing the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

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(3) certificates of deposit, borrower’s acceptances, time deposits and eurocurrency time deposits with maturities of two years or less from the date of acquisition, with any United States or non-U.S. commercial bank having capital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or the equivalent amount in a foreign currency as of the date of determination) in the case of non-U.S. banks;

(4) repurchase obligations for underlying securities of the types described in clauses (2), (3) and (7) of this definition entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper or any variable or fixed rate note rated at least “P-2” by Moody’s or at least “A-2” by S&P, and in each case maturing within 24 months after the date of creation thereof and Indebtedness or preferred stock issued by Persons (other than Affiliates of Holdings) with an Investment Grade Rating from Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by Holdings or the Maltese Borrower), with maturities of 24 months or less from the date of acquisition;

(6) marketable short-term money market and similar securities having a rating of at least “P-2” or “A-2” from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by Holdings or the Maltese Borrower);

(7) readily marketable direct obligations issued by any state or commonwealth of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from Moody’s or S&P with maturities of 24 months or less from the date of acquisition (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by Holdings or the Maltese Borrower);

(8) readily marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from Moody’s or S&P with maturities of 24 months or less from the date of acquisition (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by Holdings or the Maltese Borrower);

(9) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated within the top three ratings category by S&P or Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by Holdings or the Maltese Borrower);

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(10) with respect to Holdings or any Restricted Subsidiary that is a Foreign Subsidiary: (i) obligations of the national government of the country in which Holdings or such Restricted Subsidiary maintains its chief executive office and principal place of business, provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within 24 months after the date of investment therein, (ii) certificates of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which Holdings or such Restricted Subsidiary maintains its chief executive office and principal place of business, provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least “A-2” or the equivalent thereof or from Moody’s is at least “P-2” or the equivalent thereof (any such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than 24 months from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank;

(11) in the case of investments by Holdings or any Restricted Subsidiary that is a Foreign Subsidiary or investments made in a country outside the United States, the United Kingdom, Germany or Malta, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (1) through (10) above of foreign obligors (other than Affiliates of Holdings), which investments or obligors (or the parents of such obligors) have ratings, described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Holdings or Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments described in clauses (1) through (10) of this paragraph; and

(12) investment funds investing 90% of their assets in securities of the types described in clauses (1) through (11) above.

“Cash Management Agreement” means any agreement entered into from time to time by Holdings or any of its Restricted Subsidiaries in connection with cash management services for collections, other Cash Management Services and for operating, payroll and trust accounts of such Person, including automatic clearing house services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services.

“Cash Management Bank” means any Lender, any Agent, any Lead Arranger or any Affiliate of the foregoing at the time it provides any Cash Management Services or any Person that shall have become a Lender, an Agent or an Affiliate of a Lender or an Agent at any time after it has provided any Cash Management Services.

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“Cash Management Obligations” means obligations owed by Holdings or any Restricted Subsidiary to any Cash Management Bank in respect of Cash Management Services.

“Cash Management Services” means (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, (b) treasury management services (including controlled disbursement, overdraft automatic clearing house fund transfer services, return items and interstate depository network services) and (c) any other demand deposit or operating account relationships or other cash management services, including any Cash Management Agreements.

“Casualty Event” means any event that gives rise to the receipt by Holdings or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration or interpretation thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) Basel III and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” means the earlier to occur of:

(a) (i) at any time prior to a Qualifying IPO, Apax shall at any time cease, directly or indirectly, to (A) have the power to vote or direct the voting of Equity Interests having at least 25% of the ordinary voting power for the election of directors of Holdings (or, for the avoidance of doubt, any New Holdings or Successor Holdings) or (B) have substantially the same control rights, in all material respects, in respect of Holdings (or, for the avoidance of doubt, any New Holdings or Successor Holdings) as are held by Apax, directly or indirectly, on the Closing Date and/or (ii) at any time on and after a Qualifying IPO, any Person or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of such Person or “group” and their respective Subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Holders (or any Parent Entity of Holdings owned directly or indirectly by the Permitted Holders), shall at any time have acquired direct or indirect beneficial ownership (as defined in SEC Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of Equity Interests having the power to vote or direct the voting of Equity Interests having a majority of the ordinary voting power for the election of members of the Board of Directors of Holdings (or, for the avoidance of doubt, any New Holdings or Successor Holdings); and/or

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(b) any Borrower ceasing to be a direct or indirect Wholly Owned Subsidiary of Holdings (or, for the avoidance of doubt, any New Holdings or Successor Holdings).

provided that (i) at any time when at least a majority of the outstanding Voting Stock of Holdings is directly or indirectly owned by a Parent Entity, all references in clause (a)(ii) of this definition to “Holdings” (other than in this proviso) shall be deemed to refer to the ultimate Parent Entity that directly or indirectly owns such Voting Stock and (ii) for the purposes of clause (a)(ii) of this definition, the members of any Permitted Holder Group will be treated as individual “persons,” and not as a “group” with respect to such Permitted Holder Group.

“Class” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Credit Loans, Extended Revolving Credit Loans (of the same Extension Series and any related swing line loans thereunder) or Swing Line Loans, and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment or an Extended Revolving Credit Commitment (of the same Extension Series and any related swing line commitment thereunder) and when used in reference to any Lender, refers to whether such Lender has a Loan or Commitment of such Class.

“Closing Date” means October 7, 2013.

“Closing Date Collateral Documents” means the Collateral Documents executed and delivered on the Closing Date.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Collateral” means any and all assets and properties, whether tangible, intangible or mixed, on which Liens are purported to be granted and created (whether by way of a pledge, a charge, a security interest, an assignment by way of security or otherwise) pursuant to the Collateral Documents as security for the Obligations. It is understood that the proceeds of the Loans do not constitute Collateral.

“Collateral Agent” means JPMCB, in its capacity as collateral agent, security trustee or any similar role under any of the Loan Documents, or any successor collateral agent, security trustee or Person acting in a similar role appointed in accordance with Section 9.09.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

(a) the Collateral Agent shall have received:

(i) from each Borrower and each other Designated Subsidiary, either (A) a counterpart of the Master Guarantee Agreement or (B) in the case of any Person that becomes a Designated Subsidiary after the Closing Date, a supplement to the Master Guarantee Agreement in the form specified therein, in each case duly executed and delivered on behalf of such Person, together with, in each case under clause (B) to the extent reasonably requested by the Administrative Agent, documents, opinions and information of the type referred to in Sections 4.01(a)(iii), 4.01(a)(iv) and 4.01(d);

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(ii) from each Borrower, each Closing Date Collateral Document and, if and to the extent required by the provisions set forth below (and subject to the limitations and other agreements set forth below), each New Collateral Document; and

(iii) from each Borrower and each other Designated Subsidiary, a counterpart of each Loan Document required to be delivered pursuant to Section 6.10 or 6.12 by such time as such counterpart is required by such Section to be delivered, in each case duly executed and delivered on behalf of such Person;

(b) all documents and instruments (including UCC financing statements and other filings, recordings, registrations, endorsements, notarizations, stampings and notices) required by applicable Law to be filed, recorded, registered, served or made to create the Liens intended to be created by the Collateral Documents and perfect such Liens to the extent required by, and with the priority required by, the Collateral Documents, shall have been filed, recorded, registered, served or made, in each case subject to the final paragraph of this definition; and

(c) each Borrower shall have used commercially reasonable efforts to deliver to the Collateral Agent an acknowledgment or similar instrument, in form and substance reasonably satisfactory to the Collateral Agent, executed by each Specified Deposit Account Bank at which a Specified Deposit Account is maintained, acknowledging the Liens of the Collateral Agent created under the Loan Documents in respect of, and waiving or subordinating to the Liens of the Collateral Agent any rights of set-off or other Liens of such Specified Deposit Account Bank in, such Specified Deposit Account and the credit balances thereof; provided that if such an acknowledgment or similar instrument shall not have been obtained in respect of any Specified Deposit Account by the 60th day following the Closing Date (or such longer period as shall be reasonably acceptable to the Collateral Agent), at the request of the Collateral Agent, the applicable Borrower shall propose a Deposit Account maintained at a replacement Specified Deposit Account Bank (from which such an acknowledgment or similar instrument may be obtained) to become the applicable Specified Deposit Account and shall, within 120 days following the Closing Date (or such longer period as shall be reasonably acceptable to the Collateral Agent), deliver to the Collateral Agent an acknowledgment or similar instrument meeting the requirements of this clause executed by such replacement account bank.

Notwithstanding anything in this Agreement or any Collateral Document to the contrary, (i) the Administrative Agent may grant extensions of time for the provision or perfection of security interests in and Liens on particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Borrowers on the Closing Date) where it reasonably determines, in consultation with the Borrower Agent, that provision or perfection cannot be accomplished without undue effort or expense by the time

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or times at which it would otherwise be required by this Agreement or the Collateral Documents and (ii) the Guarantee by any Guarantor will, where required by the applicable Law of the jurisdiction of organization of such Guarantor, be subject to customary limitations to avoid any violation of financial assistance, capital preservation, corporate benefit or fraudulent preference laws and regulations, in each case to be in form and substance reasonably acceptable to the Borrower Agent in consultation with the Collateral Agent.

Notwithstanding anything in this Agreement or any Collateral Document to the contrary, in the event any Specified Contract Change shall occur, (i) no Default or Event of Default in respect of Section 6.10 or 6.12 or as a result of any failure of any representation and warranty set forth in Section 5.16 to be true and correct, and no Default or Event of Default under Section 8.01(j), shall be deemed to have occurred or be continuing solely as a result of such Specified Contract Change having occurred and (ii) the applicable Borrower or Borrowers and the Collateral Agent shall negotiate in good faith to enter into, as promptly as practicable thereafter, one or more New Collateral Documents (and, if reasonably requested by the Collateral Agent, documents and opinions of the type referred to in Sections 4.01(a)(ii), 4.01(a)(iii) and 4.01(a)(iv)) as may be necessary or advisable in order for the Obligations of such Borrower or Borrowers to be secured by a perfected first priority legal, valid and enforceable security interest in and Lien on any and all Required Collateral of such Borrower and all products and proceeds thereof, which New Collateral Documents shall be in form and substance reasonably acceptable to the applicable Borrower and the Collateral Agent and consistent with the requirements set forth below; provided that the foregoing shall not require the entry into New Collateral Documents if the Collateral Agent and the Borrower Agent reasonably agree that the cost of creating or perfecting the Liens to be created thereby shall be excessive in view of the benefits (including the overall liquidity of Holdings and its Restricted Subsidiary) to be obtained by the Lenders therefrom (it being understood that nothing in this paragraph shall affect the eligibility requirements set forth in the definition of the term “Borrowing Base General Eligibility Requirements” or restrict the ability of the Administrative Agent to establish a Reserve in accordance with the provisions hereof).

With respect to any New Collateral Document, notwithstanding anything in this Agreement or any other Collateral Document to the contrary, unless otherwise consented by the Borrower Agent:

(a) in the case of any Accounts owed by any Account Debtor, (i) the grant of a security interest therein pursuant to any Collateral Document shall not be done by way of an assignment thereof, and (ii) the thresholds and triggers set forth in any New Collateral Document on the ability of the Collateral Agent to provide to such Account Debtor notice of a security interest in, or a Lien on, such Account, or to provide instructions with respect to such Account to such Account Debtor, shall be consistent with the corresponding provisions set forth in the Closing Date Collateral Documents, except where, due to facts and circumstances applicable to such New Collateral Document that were not, or were not to the same extent or in the same manner, applicable to such Closing Date Collateral Documents (including on account of any differences in the governing law of the applicable Specified Contract, such New Collateral Document or the identity of the Account Debtors party thereto or the Payor Entity thereunder), the Administrative Agent requests and the applicable Borrower consents (such consent not to be unreasonably withheld or delayed) that different thresholds and triggers thereon be specified in such New Collateral Document in order to afford to the Secured Parties the benefits of the Collateral;

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(b) grants of security interests and Liens to secure the Obligations of any Borrower will, where required by the applicable Law of the jurisdiction of organization of such Borrower, be subject to customary limitations to avoid any violation of financial assistance, capital preservation, corporate benefit or fraudulent preference laws and regulations, such limitations to be consistent with the form thereof set forth in the applicable Closing Date Collateral Documents, except for changes in law or custom as reasonably agreed by the applicable Borrower and the Collateral Agent;

(c) the scope of the representations, warranties and covenants of the Borrowers set forth in any New Collateral Document shall be consistent with the scope thereof set forth in the Closing Date Collateral Documents, except for matters that relate only to the creation, perfection, preservation or, subject to clause (a)(ii) above, enforcement of the Collateral Agent’s or the Secured Parties’ interests, rights and remedies under such Collateral Documents or other matters that are particular to the specific jurisdiction or the specific types of assets in question; and

(d) subject to clause (a)(i) above, the method of the creation and perfection of security interests in and Liens on any particular type of the Required Collateral of any Borrower covered thereby shall be such as will afford to the Collateral Agent and the other Secured Parties the rights, benefits and remedies with respect to such Required Collateral (including as to enforceability, validity, perfection and priority) that are no less favorable to the Secured Parties than those afforded by the Closing Date Collateral Documents.

“Collateral Documents” means, collectively, each of the collateral agreements, security agreements, deeds, charges, pledge agreements and other documents or instruments set forth on Schedule 4.01 or executed and delivered pursuant to Section 6.10 or 6.12 or any other Collateral Document that creates or purports to create a Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, as security for the Obligations.

“Commitment” means, with respect to each Lender (to the extent applicable), such Lender’s Revolving Credit Commitment or Extended Revolving Credit Commitment or any combination thereof (as the context requires).

“Committed Loan Notice” means a notice given pursuant to Section 2.02(a) of (a) a Revolving Credit Borrowing, (b) a conversion of Revolving Credit Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, which notice, if in writing, shall be substantially in the form of Exhibit C-1A (if in respect of a Revolving Credit Borrowing) or Exhibit C-1B (if in respect of any such conversion or continuation) (or, in each case, such other form as shall be reasonably acceptable to the Borrower Agent and the Administrative Agent).

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“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compensation Period” has the meaning specified in Section 2.12(c)(ii).

“Concentration Account” has the meaning specified in Section 6.17(c).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Cash Interest Expense” means, for any period, Consolidated Interest Expense for such period, calculated (a) excluding, without duplication and to the extent included in Consolidated Interest Expense for such period, (i) any non-cash interest or deferred financing costs, (ii) any amortization or write-down of deferred financing fees, debt issuance costs, including original issue discount, discounted liabilities, commissions, fees and expenses, (iii) any expensing of bridge, arrangement, structuring or other one-time commitment or similar financing fees, (iv) penalties and interest related to Taxes, but including any cash costs otherwise excluded by the definition thereof, and (v) any capitalized interest or payment in kind interest, and (b) including, without duplication, cash payments during such period constituting interest, financing fees or other financing costs, commission or expenses, in each case in respect of amounts capitalized during such period or amortized or accrued in respect of a previous period.

“Consolidated Depreciation and Amortization Expense” means, with respect to Holdings and its Restricted Subsidiaries for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees or costs, Capitalized Software Expenditures and the amortization of original issue discount resulting from the issuance of Indebtedness at less than par, of Holdings and its Restricted Subsidiaries for such period on a consolidated basis as determined in accordance with IFRS.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income of Holdings and its Restricted Subsidiaries for such period:

(a) increased (without duplication) by the following:

(i) [reserved];

(ii) [reserved];

(iii) Consolidated Depreciation and Amortization Expense for such period, to the extent the same were deducted (and not added back) in computing Consolidated Net Income for such period; plus

(iv) Transaction Expenses and any other expenses, fees, charges or losses (other than Consolidated Depreciation and Amortization Expense) for such period related to any equity offering or issuance, Investment, acquisition or Disposition not in the ordinary course of business, Refinancing or

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recapitalization permitted hereunder or the Incurrence of Indebtedness permitted to be Incurred hereunder (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed and/or not successful), including (A) such fees, expenses or charges related to the Loan Documents and any other credit facilities and (B) any amendment or other modification, including any Refinancing, of the Loans and any other credit facilities, in each case, to the extent the same were deducted (and not added back) in computing Consolidated Net Income for such period; plus

(v) the amount of any restructuring charge or reserve, integration cost or other business optimization expense or cost associated with establishing new facilities, including any one-time costs incurred in connection with acquisitions, and costs related to the closure and/or consolidation of facilities, for such period, in each case, to the extent the same were deducted (and not added back) in computing Consolidated Net Income for such period and excluding any such charge, reserve, cost or expense of the type included in the definition of the term “Pro Forma Adjustment”; plus

(vi) [reserved]; plus

(vii) (A) the amount of management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and expenses paid or accrued in such period to (or on behalf of) the Sponsors (including any termination fees payable in connection with the early termination of management and monitoring agreements) and (B) the amount of payments made to option holders of Holdings or any of its direct or indirect parent companies in connection with, or as a result of, any distribution being made to shareholders of such person or its direct or indirect parent companies, which payments are being made to compensate such option holders as though they were shareholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted in the Loan Documents and to the extent the same were deducted (and not added back) in computing Consolidated Net Income for such period; plus

(viii) any costs or expense incurred during such period pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings or net cash proceeds of an issuance of Equity Interests of Holdings (or any Parent Entity) (other than Disqualified Equity Interests), in each case, to the extent the same were deducted (and not added back) in computing Consolidated Net Income for such period; plus

(ix) cash receipts (or any netting arrangements resulting in reduced cash expenditures) for such period not representing Consolidated EBITDA in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period and not added back; plus

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(x) [reserved]; plus

(xi) net realized losses from Swap Contracts or embedded derivatives that require similar accounting treatment and the application of International Accounting Standard 39 or International Financial Reporting Standard 13 and related pronouncements for such period, in each case, to the extent the same were deducted (and not added back) in computing Consolidated Net Income for such period; plus

(xii) to the extent deducted (and not added back) in computing Consolidated Net Income for such period, (A) any expenses and charges for such period that are reimbursed by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other Disposition of assets permitted hereunder and (B) to the extent covered by insurance and actually reimbursed, or, so long as Holdings has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (x) not denied by the applicable carrier in writing within 180 days and (y) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses for such period with respect to liability or casualty events or business interruption;

(xiii) with respect to any joint venture that is not a Restricted Subsidiary, an amount equal to the proportion of those items described in clauses (i) and (iii) above relating to such joint venture corresponding to Holdings’ and the Restricted Subsidiaries’ proportionate share of such joint venture’s Consolidated Net Income (determined as if such joint venture were a Restricted Subsidiary) for such period that is included in Holdings’ Consolidated Net Income; and

(xiv) costs for such period associated with preparations for and implementation of compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and Public Company Costs for such period, in each case, to the extent deducted (and not added back) in computing Consolidated Net Income for such period;

(b) decreased (without duplication) by any non-cash gain for such period attributable to the mark-to-market movement in the valuation of Hedging Obligations (to the extent the cash impact resulting from such gain has not been realized) or other derivative instruments pursuant to International Accounting Standard 39 or International Financial Reporting Standard 13, in each case, to the extent the same were included in computing Consolidated Net Income for such period;

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(c) increased or decreased (without duplication) by, as applicable, any adjustments for such period resulting for the application of International Accounting Standard 37 or any comparable regulation; and

(d) in accordance with the definition of “Pro Forma Basis,” an adjustment equal to the amount, without duplication of any amount otherwise included in any other clause of the definition of “Consolidated EBITDA” or “Consolidated Net Income”, of the Pro Forma Adjustment for such period shall be added to (or subtracted from) Consolidated EBITDA (including the portion thereof occurring prior to the relevant acquisition or Disposition) as specified in the Pro Forma Adjustment Certificate delivered to the Administrative Agent (for further delivery to the Lenders),

in each case, as determined on a consolidated basis for Holdings and the Restricted Subsidiaries in accordance with IFRS; provided, however, that, notwithstanding anything to the contrary contained herein, the aggregate amount of (i) all adjustments to Consolidated EBITDA in respect of any of the items referred to in clause (a)(v) above, (ii) all adjustments to Consolidated Net Income in respect of any of the items referred to in clause (3)(ii) of the definition of such term and (iii) all Pro Forma Adjustments that do not arise from mergers, business combinations, acquisitions or divestitures, shall not be in excess of 15% of Consolidated EBITDA (prior to giving effect to any increase in Consolidated EBITDA resulting from the adjustments referred to in clauses (i), (ii) or (iii)) in any Test Period.

There shall be included in determining Consolidated EBITDA for any period, without duplication, the Acquired EBITDA of any Person, business or assets constituting all or substantially all of the assets of (or all or substantially all of the assets constituting a business unit, division, product line or line of business of) any Person acquired by Holdings or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise Disposed of by Holdings or such Restricted Subsidiary during such period (each such Person, business or asset acquired (including pursuant to (i) a transaction consummated prior to the Closing Date and (ii) a Permitted Acquisition (or similar Investment)) and not subsequently so Disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition). There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, business or assets constituting all or substantially all of the assets of (or all or substantially all of the assets constituting a business unit, division, product line or line of business of) any Person (other than an Unrestricted Subsidiary) sold, transferred or otherwise Disposed of, closed or classified as discontinued operations by Holdings or any Restricted Subsidiary during such period (each such Person, business or asset so sold or Disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period to the extent not subsequently reacquired, reclassified or continued, in each case, during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof

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occurring prior to such sale, transfer or Disposition) determined on a historical Pro Forma Basis; provided that, for the avoidance of doubt, notwithstanding any classification under IFRS of any Person, business or assets in respect of which a definitive agreement for the Disposition thereof has been entered into as discontinued operations, the Disposed EBITDA of such Person, business or assets shall not be excluded pursuant to this paragraph until such Disposition shall have actually been consummated.

Notwithstanding the foregoing, for all purposes of this Agreement (before giving effect to any pro forma adjustments or other adjustments contemplated in the definition of “Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect,” including as provided in clauses (a)(v),and (d) and in the immediately preceding paragraph with respect to acquisitions, Dispositions and other transactions (including restructurings) occurring prior to, on or after the Closing Date), Consolidated EBITDA shall be deemed to equal (a) $7,531,399 for the fiscal quarter ended September 30, 2012, (b) $11,435,703 for the fiscal quarter ended December 30, 2012, (c) $84,791,566 for the fiscal quarter ended March 31, 2013 and (d) $191,609,771 for the fiscal quarter ended June 30, 2013.

“Consolidated Interest Expense” means, for any period, total interest expense (including in respect of Capitalized Lease Obligations and capitalized interest whether paid or accrued), net of interest income (other than interest income attributable to the amount of any 2013 Distribution made during such period or after such period but on or prior to any date of determination of Consolidated Interest Expense for such period), of Holdings and its Restricted Subsidiaries with respect to all outstanding Indebtedness of Holdings and its Restricted Subsidiaries for such period, including amortization of original issue discount resulting from the issuance of Indebtedness at less than par, all financing fees or other financing costs, commissions, discounts and other fees and charges owed with respect to Indebtedness, including letters of credit and bankers’ acceptance financing, and net costs (less net payments) under Swap Contracts entered into for the purpose of hedging interest rate risk and any non-cash interest expense, but excluding, for the avoidance of doubt, to the extent otherwise included in the foregoing, (a) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses, (b) any expenses resulting from discounting of Indebtedness in connection with the application of recapitalization accounting or purchase accounting, (c) penalties or interest related to taxes and any other amounts of non-cash interest resulting from the effects of acquisition method accounting or pushdown accounting, (d) the accretion or accrual of, or accrued interest on, discounted liabilities (other than accretion of discount on Indebtedness) during such period, (e) non-cash interest expense attributable to the movement of the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to International Accounting Standard 39 or International Financial Reporting Standard 13, (f) any one-time cash costs associated with breakage in respect of Hedging Obligations for interest rates, (g) all non-recurring interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and (h) expensing of bridge, arrangement, structuring or other one-time commitment or similar financing fees, all as calculated on a consolidated basis in accordance with IFRS.

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“Consolidated Net Income” means, for any period, the net income (loss) attributable to Holdings and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with IFRS, excluding, without duplication,

(1) any net income (loss) of any Person for such period if such Person is not Holdings or a Restricted Subsidiary or that is accounted for by the equity method of accounting, except that Holdings’ or any Restricted Subsidiary’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed to Holdings or a Restricted Subsidiary as a dividend or other distribution or return on investment;

(2) any net gain (or loss) for such period realized upon the sale or other Disposition of any asset of Holdings or any Restricted Subsidiaries (including pursuant to any sale/leaseback transaction) which is not sold or otherwise Disposed of in the ordinary course of business (as determined in good faith by a Responsible Officer or the Board of Directors of Holdings);

(3) (i) extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (and any accruals or reserves in respect of any extraordinary, non-recurring or unusual items) for such period, in each case other than any such item of the type included in clause (ii), and (ii) expenses directly attributable to the implementation of cost savings initiatives, severance, relocation costs, integration and facilities’ opening costs and other business optimization expenses (including related to new product introductions), restructuring charges, accruals or reserves (including restructuring and integration costs related to acquisitions after the Closing Date and adjustments to existing reserves), whether or not classified as restructuring expense on the consolidated financial statements, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of facilities and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), in the case of each of clauses (i) and (ii), excluding any such item of the type included in the definition of the term “Pro Forma Adjustment” or clause (a)(v) of the definition of the term Consolidated EBITDA;

(4) [reserved];

(5) the cumulative effect of a change in accounting policies;

(6) (i) any non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any non-cash charges associated with the rollover, acceleration or payout of Equity Interests by, or to, officers, directors or employees of Holdings or any of its Restricted Subsidiaries, or any of its Parent Entities, (ii) any non-cash deemed finance charges in respect of any pension liabilities or other provisions and (iii) any income (loss) attributable to deferred compensation plans or trusts, in each case for such period;

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(7) all deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness, in each case for such period;

(8) any realized or unrealized foreign exchange income, gains and losses for such period resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of Holdings and its Restricted Subsidiaries;

(9) [reserved];

(10) any unrealized foreign currency translation or transaction gains or losses for such period in respect of Indebtedness or other obligations of Holdings or any Restricted Subsidiary owing to Holdings or any Restricted Subsidiary;

(11) any purchase accounting effects for such period, including, but not limited to, adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by IFRS and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings and the Restricted Subsidiaries), as a result of any consummated acquisition (including any acquisition prior to the Closing Date), or the amortization or write-off of any amounts thereof (including any write-off of in process research and development);

(12) any goodwill or other intangible asset impairment charge or write-off for such period;

(13) any income (loss) for such period from the early extinguishment or cancellation of Indebtedness or any obligations under any Swap Contracts or other derivative instruments;

(14) accruals and reserves that are established within twelve months after the Closing Date that are so required to be established as a result of the Transactions in accordance with IFRS or changes as a result of the adoption or modification of accounting policies, in each case during such period;

(15) any net unrealized gains and losses for such period resulting from Swap Contracts or embedded derivatives that require similar accounting treatment and the application of International Accounting Standard 39 or International Financial Reporting Standard 13 and related pronouncements;

(16) any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of International Accounting Standard 19, and any other items of a similar nature, in each case for such period;

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(17) any non-cash expenses, accruals or reserves for or taken during such period related to adjustments to historical tax exposures and tax valuation allowances (provided, in each case, that the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income for the period in which such cash payment was made);

(18) provision for taxes based on income, revenues, profits or capital, including federal, foreign, state, franchise, excise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period (including in respect of repatriated funds and any penalties and interest related to such taxes or arising from any tax examinations);

(19) total interest expense for such period, any losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk for such period, any interest income or gains on such Hedging Obligations or such derivative instruments for such period or any bank or letter of credit fees, amortization of deferred financing fees or costs or costs of surety bonds in connection with financing activities for such period;

(20) any other non-cash charges, write-offs, write-downs, expenses, losses or items for such period, including any changes in deferred revenue, impairment charges or the impact of purchase accounting (other than any such non-cash charge, write-off, write-down or item to the extent it represents an accrual or reserve for a cash expenditure for a future period, consists of any addition to bad debt reserves or bad debt expense, results from the write-off or write-down of trade or other receivables or is in respect of any other item that was included in Consolidated Net Income in a prior period) or other non-cash items classified by Holdings as special items for such period (other than any such non-cash item of income to the extent it represents a receipt of cash in any future period);

(21) any non-cash items of income increasing Consolidated Net Income for such period (other than any such non-cash item of income to the extent it represents a receipt of cash in any future period); and

(22) non-cash gains of Holdings and the Restricted Subsidiaries for such period, other than any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated Net Income in such prior period;

provided, however, that, notwithstanding anything to the contrary contained herein, the aggregate amount of (i) all adjustments to Consolidated EBITDA in respect of any of the items referred to in clause (a)(v) of the definition of such term, (ii) all adjustments to Consolidated Net Income in respect of any of the items referred to in clause (3)(ii) above and (iii) all Pro Forma Adjustments that do not arise from mergers, business combinations, acquisitions or divestitures, shall not be in excess of 15% of Consolidated EBITDA (prior to giving effect to any increase in Consolidated EBITDA resulting from the adjustments referred to in clauses (i), (ii) or (iii)) in any Test Period.

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“Consolidated Total Assets” means, as of any date of determination, the total amount of all assets of Holdings and the Restricted Subsidiaries, determined on a consolidated basis in accordance with IFRS as of such date (but excluding all amounts relating to Unrestricted Subsidiaries).

“Consolidated Total Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of Holdings and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with IFRS (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with any Permitted Acquisition (or any similar Investment)), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments minus (b) the aggregate amount of unrestricted cash and Cash Equivalents (in each case, free and clear of all Liens, other than any Lien that is permitted under Section 7.01) included in the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of such date, which aggregate amount of unrestricted cash and Cash Equivalents shall be determined without giving pro forma effect to the proceeds of Indebtedness Incurred on such date; provided that Consolidated Total Debt shall not include (x) Letters of Credit, except to the extent of Unreimbursed Amounts thereunder, and (y) obligations under Swap Contracts permitted under Section 7.03(h).

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate.”

“Converted Restricted Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA.”

“Converted Unrestricted Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA.”

“Corrective Extension Agreement” has the meaning specified in Section 2.15(e).

“Covenant Trigger Period” means any period (a) commencing on the date upon which Excess Availability is less than the greater of (i) 10.0% of the Aggregate Revolving Credit Commitments and (ii) $10,000,000 and (b) ending on the date upon which Excess Availability shall have been at least equal to the greater of (i) 10.0% of the Aggregate Revolving Credit Commitments and (ii) $10,000,000 for a period of 30 consecutive calendar days.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cure Amount” has the meaning specified in Section 8.05.

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“Cure Deadline” has the meaning specified in Section 8.05.

“Cure Right” has the meaning specified in Section 8.05.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of England and Wales, Germany, Malta, the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Defaulting Lender” means any Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition of “Lender Default.”

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans plus (c) 2.0% per annum; provided that (i) with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including the Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, and (ii) in the case of any amount outstanding hereunder bearing interest at the Overnight LIBO Rate, the Default Rate shall be an interest rate equal to the interest rate (including the Applicable Rate) applicable to Overnight LIBO Rate Loans plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Deposit Account” means any checking, demand deposit account or other deposit bank account maintained by any Borrower, including any “deposit accounts” under Article 9 of the UCC.

“Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by Holdings or its Restricted Subsidiaries in connection with a Disposition pursuant to Section 7.05(m) that is designated as “Designated Non-Cash Consideration” pursuant to a certificate of a Responsible Officer of Holdings or the Maltese Borrower delivered to the Administrative Agent, setting forth the basis of such valuation (which amount will be reduced by (i) the Fair Market Value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition and (ii) the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration).

“Designated Subsidiary” means (a) each Borrower and (b) each other Restricted Subsidiary other than any Excluded Subsidiary.

“Dilution Factors” means, without duplication, for any period, the aggregate amount of all deductions, discounts, adjustments (including on account of currency fluctuations and Taxes), chargebacks, allowances and other non-cash items that are recorded to reduce trade receivables of any Borrower in a manner consistent with current and historical accounting practices of such Borrower.

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“Disposed EBITDA” means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or such Converted Unrestricted Subsidiary (determined as if references to Holdings and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its Subsidiaries or to such Converted Unrestricted Subsidiary and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business or such Converted Unrestricted Subsidiary.

“Disposition” or “Dispose” means the sale, assignment, transfer, license, lease or other disposition (including any Sale Leaseback and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings (or any Parent Entity) of any of its Equity Interests to another Person.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition;

(a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale or casualty or condemnation event so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale or casualty or condemnation event shall be subject to the prior repayment in full of the Loans and all other Obligations (other than Hedging Obligations under any Secured Hedge Agreement, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations and other contingent obligations) that are accrued and payable and the termination of the Commitments and all outstanding Letters of Credit (unless Cash Collateralized)),

(b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), in whole or in part,

(c) provides for the scheduled payments of dividends in cash or

(d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests,

in each case, prior to the date that is 91 days after the Latest Maturity Date; provided that, if such Equity Interests are issued pursuant to any plan for the benefit of employees of Holdings (or any Parent Entity thereof) or any of its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because such Equity Interests may be required to be repurchased by Holdings (or any Parent Entity thereof) or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

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“Disqualified Lenders” means (a) Persons that have been identified in writing by name by Holdings or the Borrower Agent to the Administrative Agent and the Lead Arrangers prior to the Closing Date as being “Disqualified Lenders”, (b) Persons that are competitors of Holdings and its Subsidiaries and that are separately identified in writing by name to the Administrative Agent by Holdings or the Borrower Agent from time to time and (c) in the case of each of clauses (a) and (b), any of their Affiliates (which, for the avoidance of doubt, shall not include any bona fide debt investment funds that are Affiliates of the Persons referenced in clause (b) above) that are either (i) identified in writing by name to the Administrative Agent by Holdings or the Borrower Agent from time to time or (ii) clearly identifiable on the basis of such Affiliate’s name.

“Distressed Person” has the meaning specified in the definition of “Lender-Related Distress Event.”

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“Eligible Assignee” means (a) a Lender or any of its Affiliates; (b) a bank, insurance company, or company engaged in the business of making commercial loans, which Person, together with its Affiliates, has a combined capital and surplus in excess of $250,000,000; (c) an Approved Fund; (d) any Person to whom a Lender assigns its rights and obligations under this Agreement as part of an assignment and transfer of such Lender’s rights in and to a material portion of such Lender’s portfolio of asset based credit facilities; and (e) any other Person (other than a natural Person, Holdings (or any Parent Entity) or any Subsidiary or Affiliate of Holdings (or any Parent Entity)) satisfying the requirements of Section 10.07(b).

“Eligible Borrowing Base Cash” means the aggregate amount of unrestricted cash and Cash Equivalents of the Borrowers at such time that is held in a Deposit Account in the name of the Collateral Agent or the Administrative Agent (including the JPM German Collection Deposit Account) or established with, and subject to the exclusive control of, the Collateral Agent or the Administrative Agent or in any Specified Deposit Account.

“English Floating Charge” means the English law governed floating charge, dated as of the Closing Date, between the Maltese Borrower and the Collateral Agent.

“Enhanced Reporting Period” means a Bi-Weekly Enhanced Reporting Period or a Weekly Enhanced Reporting Period.

“Environmental Laws” means any and all Laws relating to pollution or the protection of human health (as relating to exposure to Hazardous Materials) and the environment or natural resources.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other

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rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities); provided that Indebtedness convertible into any of the foregoing shall not, prior to the date of such conversion, constitute Equity Interests.

“Eurocurrency Rate” means, for any Interest Period with respect to any Eurocurrency Rate Loan, a rate per annum equal to the London interbank offered rate as administered by the British Bankers Association (or any other Person that takes over the administration of such rate) for deposits in U.S. Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period as displayed on the Reuters screen page that displays such rate (currently page LIBOR01) (or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion), at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period (the “Screen Rate”); provided that, if a Screen Rate is not available at such time for such Interest Period, then the Eurocurrency Rate for such Eurocurrency Rate Loan for such Interest Period shall be the Interpolated Rate; provided further that if it not possible to calculate the Interpolated Rate, then the Eurocurrency Rate for such Interest Period shall be the rate per annum determined by the Administrative Agent as the rate of interest (rounded upward to the next 1/100th of 1%) at which deposits in U.S. Dollars for delivery on the first day of such Interest Period in same day funds in the amount of $5,000,000 and with a term equivalent to such Interest Period would be offered by the principal London office of the Administrative Agent to major banks in the London interbank market at their request at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Availability” means, at any time, (a) the Maximum Credit at such time, plus (b) solely for purposes of determining whether the Payment Conditions have been satisfied, Eligible Borrowing Base Cash at such time, minus (c) the aggregate Total Outstandings at such time.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Subsidiary” means:

(a) any Subsidiary that is not a Wholly Owned Subsidiary or is a joint venture on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 6.10 (for so long as such Subsidiary remains a non-Wholly Owned Subsidiary);

(b) any Subsidiary that is prohibited by (x) subject to clause (g) below, applicable Law or (y) Contractual Obligation from guaranteeing the Obligations (and for so long as such restriction is in effect); provided that in the case of clause (y), such

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Contractual Obligation existed on the Closing Date or, with respect to any Subsidiary acquired by Holdings or a Restricted Subsidiary after the Closing Date (and so long as such Contractual Obligation was not incurred in contemplation of such acquisition), on the date such Subsidiary is so acquired;

(c) any Subsidiary for which the provision of a Guarantee would result in a material adverse tax consequence to Holdings or one of its Subsidiaries (as reasonably determined by Holdings in consultation with the Administrative Agent);

(d) any Immaterial Subsidiary (provided that Immaterial Subsidiaries shall not be permitted to be excluded from guaranteeing the Obligations to the extent that (i) the aggregate amount of gross revenue for all Immaterial Subsidiaries excluded by this clause (d) exceeds 10.0% of the consolidated gross revenues of Holdings and its Restricted Subsidiaries that are not otherwise Excluded Subsidiaries by virtue of any other clauses of this definition except for this clause (d) as of the last day of the Test Period most recently ended on or prior to the date of determination or (ii) the aggregate amount of total assets for all Immaterial Subsidiaries excluded by this clause (d) exceeds 10.0% of the aggregate amount of Consolidated Total Assets (measured as of any date of determination based upon the Section 6.01 Financials most recently delivered on or prior to such date) of Holdings and its Restricted Subsidiaries that are not otherwise Excluded Subsidiaries by virtue of any other clauses of this definition except for this clause (d) as of the last day of the Test Period most recently ended on or prior to the date of determination);

(e) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Maltese Borrower, the cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom;

(f) each Unrestricted Subsidiary; and

(g) any Subsidiary that would require any consent, approval, license or authorization from any Governmental Authority to provide a Guarantee unless such consent, approval, license or authorization has been received, or is received after commercially reasonable efforts (including if requested by the Administrative Agent to do so) by Holdings and/or such Subsidiary to obtain the same.

“Excluded Swap Obligation” means, with respect to any Loan Party, any obligation (a “Swap Obligation”) to pay or perform under any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act, if, and to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof).

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“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Agent or Lender or required to be withheld or deducted from a payment to any Agent or Lender: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Agent or Lender being organized under the laws of, or being resident in, or having its principal office or, in the case of any Lender, its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or, in the case of Maltese Taxes, imposed as a result of such Lender being resident in Malta, or engaged in any trade or business in Malta through a permanent establishment situated therein, or beneficially owned or controlled (directly or indirectly) by an individual or individuals who are ordinarily resident and domiciled in Malta or (ii) that are Other Connection Taxes, (b) in the case of a Lender (other than, in the case of subclause (b)(i), a Lender acquiring pursuant to an assignment requested by the Borrower Agent under Section 3.07), German withholding Taxes and Maltese withholding Taxes, in each case, imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the applicable Commitment or, if such Lender did not fund the applicable Loan pursuant to a prior commitment, on the date such Lender acquires its interest in such Loan or (ii) such Lender changes its Applicable Lending Office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it changed its Applicable Lending Office, (c) Taxes attributable to such Agent’s or Lender’s failure to comply with Section 3.01(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Revolving Credit Class” has the meaning specified in Section 2.15(a).

“Existing Revolving Credit Loans” has the meaning specified in Section 2.15(a).

“Expected Cure Amount” has the meaning specified in Section 8.05.

“Extended Revolving Credit Commitments” has the meaning specified in Section 2.15(a).

“Extended Revolving Credit Facility” means each Class of Extended Revolving Credit Commitments established pursuant to Section 2.15.

“Extended Revolving Credit Loans” has the meaning specified in Section 2.15(a).

“Extending Lender” has the meaning specified in Section 2.15(b).

“Extension Agreement” has the meaning specified in Section 2.15(c).

“Extension Election” has the meaning specified in Section 2.15(b).

“Extension Request” has the meaning specified in Section 2.15(a).

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“Extension Series” means all Extended Revolving Credit Commitments that are established pursuant to the same Extension Agreement (or any subsequent Extension Agreement to the extent such Extension Agreement expressly provides that the Extended Revolving Credit Commitments provided for therein are intended to be a part of any previously established Extension Series) and that provide for the same interest margins and extension fees, if any.

“Facebook” means Facebook, Inc., a Delaware corporation.

“Facebook Adjusted Gameplay Collections A/R” means, as of any Borrowing Base Reporting Date, an amount reported in U.S. Dollars equal to:

(a) the Facebook Gameplay Collections A/R as of the end of the calendar month then most recently ended, minus

(b) the aggregate amount of the Gameplay Collections Remittances made by the Facebook Entities after the end of the calendar month then most recently ended to and including such Borrowing Base Reporting Date, plus

(c) the sum of the Facebook Daily Gameplay Collections Remittance Amount for each day after the end of the calendar month then most recently ended to and including such Borrowing Base Reporting Date;

provided that:

(i) the Facebook Adjusted Gameplay Collections A/R as of any Borrowing Base Reporting Date shall not exceed the sum of the Facebook Daily Gameplay Collections Remittance Amount for 31 consecutive calendar days ending with such Borrowing Base Reporting Date;

(ii) the Facebook Adjusted Gameplay Collections A/R shall not include amounts with respect to which the Maltese Borrower’s right to receive payment in U.S. Dollars is not absolute or is contingent upon the fulfillment of any condition whatsoever (other than the passage of time until the next remittance cycle), including any discretionary “bonus” payments by the Facebook Entities; and

(iii) the Facebook Adjusted Gameplay Collections A/R shall be deemed to be zero at any time that any of the Borrowing Base General Eligibility Requirements with respect thereto shall not be satisfied.

“Facebook Contract” means (a) the Facebook Platform Policies published by Facebook and applicable to the Maltese Borrower, (b) the Facebook Developer Payments Terms between the Maltese Borrower and Facebook Payments International Ltd., a private limited company organized in the Republic of Ireland, (c) the Statement of Rights and Responsibilities published by Facebook and applicable to the Maltese Borrower and (d) any other agreement between the Maltese Borrower and any Facebook Entity, or any document published by Facebook and applicable to the Maltese Borrower, in each case creating, giving rise to or governing any Accounts owing by any Facebook Entity to the Maltese Borrower, in

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each case together with all schedules, exhibits and annexes thereto and as in effect from time to time. Unless the context requires otherwise (including in the case of any express reference to “any” Facebook Contract), the term Facebook Contract shall be deemed to refer to the foregoing agreements and documents collectively.

“Facebook Daily Gameplay Collections Remittance Amount” means, for any day, the amount of the Gameplay Collections by the Facebook Entities for such day, as reported to the Maltese Borrower by any Facebook Entities, but only to the extent that such amount gives rise to a trade receivable of the Maltese Borrower in accordance with IFRS and, in any event, net of any service fees of, or Taxes or other amounts chargeable or withheld by, the Facebook Entities with respect to such Gameplay Collections to the extent reducing the expected amount of the Gameplay Collections Remittances with respect thereto.

“Facebook Entity” means Facebook or any Subsidiary thereof that is or becomes a party to any Facebook Contract.

“Facebook Gameplay Collections A/R” means, as of any date, the aggregate amount of the trade receivables of the Maltese Borrower as of such date arising under the Facebook Contract on account of the Gameplay Collections made by the Facebook Entities, determined in accordance with IFRS and, in any event, net of any service fees of, or Taxes or other amounts chargeable or withheld by, the Facebook Entities with respect to such Gameplay Collections to the extent reducing the expected amount of the Gameplay Collections Remittances with respect thereto.

“Facebook Ineligible Amount” means, as of any date, (a) the aggregate amount of trade payables and other monetary obligations owed as of such date by the Maltese Borrower or any of its Affiliates to any Facebook Entity, whether or not then due and payable, including any such payables and obligations in respect of marketing services provided by the Facebook Entities, and (b) without duplication of any reduction in the calculation of the Facebook Gameplay Collections A/R as of any day or of the Facebook Daily Gameplay Collections Remittance Amount for any day, in the event any Accounts owed as of such date by the Facebook Entities to the Maltese Borrower shall be subject to any dispute, the amount thereof in dispute.

“Facility” means the Revolving Credit Facility or any Extended Revolving Credit Facility, as applicable.

“Fair Market Value” means with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as determined in good faith by Holdings or the Maltese Borrower.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations with respect thereto or official

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administrative interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above) and any intergovernmental agreements (or related legislation or official administrative rules or practices) implementing the foregoing.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Field Examination” has the meaning specified in Section 6.18(c).

“Financed Capital Expenditures” means, with respect to any Person and for any period, Capital Expenditures made by such Person during such period that are financed with the net cash proceeds of any Incurrence of Indebtedness (other than Loans), any Disposition of assets constituting all or substantially all of the assets of, or a business unit, line of business or division of, a Person or Equity Interests in a Person, any Casualty Event or any issuance of Equity Interests (other than Disqualified Stock or any other issuance of Equity Interests which increases any available basket hereunder).

“Financial Covenant” means the covenant set forth in Section 7.11.

“Fixed Charge Coverage Ratio” means, for any Test Period, the ratio of (a) Consolidated EBITDA of Holdings and its Restricted Subsidiaries for such period minus taxes based on income, revenues, profits or capital, including federal, foreign, state, franchise, excise and similar taxes and foreign withholding taxes (including in respect of repatriated funds and any penalties and interest related to such taxes or arising from any tax examinations), net of cash refunds received, of Holdings and its Restricted Subsidiaries paid in cash during such Test Period minus Unfinanced Capital Expenditures made by Holdings and its Restricted Subsidiaries during such Test Period, to (b) the Fixed Charges of Holdings and its Restricted Subsidiaries for such period.

In calculating the Fixed Charge Coverage Ratio for purposes of determining whether the Fixed Charge Coverage Ratio test described in clause (b) of the definition of “Payment Conditions” has been satisfied, as of such date, the amount of Fixed Charges included in clause (b) above shall include, without duplication of any payments already constituting Fixed Charges, the amount of any Specified Payment actually made on such date of determination.

“Fixed Charges” means, for any Test Period, the sum, determined on a consolidated basis, of (a) the Consolidated Cash Interest Expense of Holdings and its Restricted

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Subsidiaries for such period plus (b) scheduled payments of principal on Indebtedness for borrowed money of Holdings and its Restricted Subsidiaries (other than payments by Holdings or any of its Restricted Subsidiaries to Holdings or to any of such Restricted Subsidiaries) due and payable in cash during such period.

“Foreign Subsidiary” means any direct or indirect Subsidiary of Holdings that is not a Domestic Subsidiary.

“Founders” means each of Riccardo Zacconi, Sebastian Knutsson, Lars Markgren, Toby Rowland, Thomas Hartwig, Patrik Stymne, Melvyn Morris, Stephane Kurgan and Per Cristoferson and the Immediate Family Members of any of the foregoing.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Fee” has the meaning specified in Section 2.03(h).

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Gameplay Collections” means amounts collected by the Apple Entities or the Facebook Entities on behalf of the Maltese Borrower pursuant to the Apple Contract or the Facebook Contract, as applicable, or by the Google Entities on behalf of the German Borrower pursuant to the Google Contract, in each case from the end-users of the Games with respect to purchases by such end-users of in-game virtual items that could be used in the Games, determined prior to the deduction of any services fees of, or Taxes or other amounts chargeable or withheld by, the Apple Entities, the Facebook Entities or the Google Entities, as applicable.

“Gameplay Collections Remittances” means the actual remittances made by the Apple Entities or the Facebook Entities to the Maltese Borrower pursuant to the Apple Contract or the Facebook Contract, as applicable, or by the Google Entities to the German Borrower pursuant to the Google Contract, in each case with respect to Gameplay Collections made by them.

“Games” means on-line and mobile games developed and made available to end-users by Holdings and its Subsidiaries, including “Candy Crush Saga”, “Bubble Witch Saga” and “Pet Rescue Saga”.

“German Borrower” has the meaning specified in the preamble hereto.

“German Borrowing Base” means, as of any Borrowing Base Reporting Date, an amount equal to:

(a) the product of (i) 85% multiplied by (ii) (x) the Google Adjusted Gameplay Collections A/R as of such Borrowing Base Reporting Date less (y) the Google Ineligible Amount as of the end of the calendar month then most recently

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ended (or, during any Enhanced Reporting Period, if the Google Ineligible Amount is not available as of such month-end and such month-end is less than seven calendar days prior to such Borrowing Base Reporting Date, then as of the end of the preceding calendar month); provided that, in calculating the German Borrowing Base as of any Borrowing Base Reporting Date, to the extent that the amount in clause (a)(ii) exceeds (A) at any time that a long-term company, issuer or similar rating has been established by each of Moody’s and S&P for Google and each such rating is an Investment Grade Rating, 40% of the Aggregate Eligible A/R as of such Borrowing Base Reporting Date and (B) at all other times, 20% of the Aggregate Eligible A/R as of such Borrowing Base Reporting Date, the amount of such excess shall not be included in the computation of the German Borrowing Base on such Borrowing Base Reporting Date; minus

(b) German Reserves.

The German Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.18(a) (or, prior to the first such delivery, delivered to the Administrative Agent pursuant to Section 4.01(a)), subject to adjustment to give effect to any German Reserves established following such delivery; provided that no German Reserve shall be established or modified except upon not less than three Business Days’ prior notice to the Borrower Agent (during which period the Administrative Agent shall be available to discuss any such proposed German Reserve or modification thereof with the Borrower Agent and the German Borrower may take such action as may be required so that the event, condition or matter that is the basis for such German Reserve or modification thereof no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent); provided further that no such prior notice shall be required for any modifications to any German Reserves (i) resulting solely by virtue of mathematical calculations of the amount of the German Reserves in accordance with the methodology of calculation previously utilized or (ii) arising solely from any of the Borrowing Base General Eligibility Requirements not being satisfied. Notwithstanding anything herein to the contrary, German Reserves shall be established without duplication of any other German Reserves then established and shall not duplicate any exclusions from eligibility effected under the definition of “Borrowing Base General Eligibility Requirements” (for the avoidance of doubt, except for any such German Reserve established on a temporary basis after any of the Borrowing Base General Eligibility Requirements with respect to the Google Adjusted Gameplay Collections A/R ceases to be satisfied but prior to such nonsatisfaction being reflected in the calculation of the German Borrowing Base pursuant to the definition thereof) or any reductions or deductions reflected in the calculation of Google Adjusted Gameplay Collections A/R or of any embedded definitions contained therein.

“German Collateral” has the meaning specified in Section 9.15(a).

“German Insolvency Event” means (a) a German Relevant Entity is unable or admits inability to pay its debts as they fall due (Zahlungsunfähigkeit), suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to

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rescheduling any of its indebtedness; (b) (i) a German Relevant Entity becomes obliged to file for insolvency for any of the reasons set out in Sections 17 to 19 of the German Insolvency Code (Insolvenzordnung), (ii) a German Relevant Entity files for insolvency under any of these provisions or (iii) an insolvency court (Insolvenzgericht) imposes measures according to Section 21 of the German Insolvency Code on the assets of a German Relevant Entity or opens insolvency proceedings over the assets of a German Relevant Entity or rejects the opening of insolvency proceedings due to a lack of assets to cover the costs of such proceedings or (c) or a third party applies for the opening of insolvency proceedings over the assets of a German Relevant Entity and such application is not rejected within 60 days.

“German Loan Parties” means, collectively, the German Borrower and any future Loan Party that is organized under the laws of Germany.

“German Pledge Agreement” means the German Pledge Agreement, dated as of the Closing Date, between the German Borrower and the Collateral Agent.

“German Relevant Entity” means the German Borrower, any other Restricted Subsidiary organized under the laws of Germany or any other Loan Party capable of becoming subject of insolvency proceedings under the German Insolvency Code (Insolvenzordnung).

“German Reserves” means any Reserves established by the Administrative Agent in its Permitted Discretion to be applicable to the German Borrowing Base.

“German Revolving Credit Exposure” means, at any time, such portion of the Revolving Credit Exposure at such time as is attributable to the Loans made to, and Letters of Credit issued for the account of, the German Borrower.

“Germany” means the Federal Republic of Germany.

“Google” means Google Inc., a Delaware corporation.

“Google Adjusted Gameplay Collections A/R” means, as of any date, the Google Gameplay Collections A/R as of the end of the calendar month then most recently ended, reported in U.S. Dollars; provided that:

(a) the Google Adjusted Gameplay Collections A/R as of any date shall not exceed the sum of the Google Daily Gameplay Collections Remittance Amount for 31 consecutive calendar days ending with the last day of the calendar month then most recently ended;

(b) the Google Adjusted Gameplay Collections A/R shall not include amounts with respect to which the German Borrower’s right to receive payment in U.S. Dollars or Euros is not absolute or is contingent upon the fulfillment of any condition whatsoever (other than the passage of time until the next remittance cycle), including any discretionary “bonus” payments by the Google Entities; and

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(c) the Google Adjusted Gameplay Collections A/R shall be deemed to be zero at any time that any of the Borrowing Base General Eligibility Requirements with respect thereto shall not be satisfied.

“Google Contract” means (a) the Seller Terms of Service dated 15 December 2011 between Google Payment Limited, a company organized in England, and the German Borrower, (b) the Three-Party Agreement between the German Borrower, Google Payment Limited, a company organized in England, and WorldPay (UK) Ltd, (c) the Developer Distribution Agreement between Google and the German Borrower and (d) any other agreement between the German Borrower and any Google Entity, or any document published by Google and applicable to the German Borrower, creating, giving rise to or governing any Accounts owing by any Google Entity to the German Borrower, in each case together with all schedules, exhibits and annexes thereto and as in effect from time to time. Unless the context requires otherwise (including in the case of any express reference to “any” Google Contract), the term Google Contract shall be deemed to refer to the foregoing agreements and documents collectively.

“Google Daily Gameplay Collections Remittance Amount” means, for any day, the amount of the Gameplay Collections by the Google Entities for such day, as reported to the German Borrower by any Google Entities, but only to the extent that such amount gives rise to a trade receivable of the German Borrower in accordance with IFRS and, in any event, net of any service fees of, or Taxes or other amounts chargeable or withheld by, the Google Entities with respect to such Gameplay Collections to the extent reducing the expected amount of the Gameplay Collections Remittances with respect thereto.

“Google Entity” means Google or any Subsidiary thereof that is or becomes a party to any Google Contract.

“Google Gameplay Collections A/R” means, as of any date, the aggregate amount of the trade receivables of the German Borrower as of such date arising under the Google Contract on account of the Gameplay Collections made by the Google Entities, determined in accordance with IFRS and, in any event, net of any service fees of, or Taxes or other amounts chargeable or withheld by, the Google Entities with respect to such Gameplay Collections to the extent reducing the expected amount of the Gameplay Collections Remittances with respect thereto.

“Google Ineligible Amount” means, as of any date, (a) the aggregate amount of trade payables and other monetary obligations owed as of such date by the German Borrower or any of its Affiliates to any Google Entity, whether or not then due and payable, including any such payables and obligations in respect of marketing services provided by the Google Entities and (b) without duplication of any reduction in the calculation of the Google Gameplay Collections A/R as of any day, (i) any VAT collected by the Google Entities on behalf of the German Borrower and remitted to the German Borrower for declaration and payment and (ii) in the event any Accounts owed as of such date by the Google Entities to the German Borrower shall be subject to any dispute, the amount thereof in dispute.

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“Governmental Authority” means any nation or government or any state, provincial, territorial or other political subdivision thereof, and any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” has the meaning specified in Section 10.07(h).

“Guarantee Obligations” means, as to any Person, without duplication, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee Obligations” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum liability in respect thereof as reasonably determined by a Responsible Officer of Holdings in good faith.

“Guarantees” means the guarantees of the Guarantors created under the Master Guarantee Agreement.

“Guarantors” means the Borrowers and each other Subsidiary party to the Master Guarantee Agreement.

“Hazardous Materials” means all substances or wastes regulated as hazardous or toxic or other term of equivalent regulatory import pursuant to any Environmental Law, including petroleum or petroleum distillates, asbestos or asbestos containing materials and polychlorinated biphenyls.

“Hedge Bank” means any Person that is a counterparty to a Secured Hedge Agreement with Holdings, any Loan Party or any other Restricted Subsidiary, in its capacity as such, and that either (i) is a Lender, an Agent, a Lead Arranger or an Affiliate of the foregoing at the

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time it enters into such a Secured Hedge Agreement, or on the Closing Date is party to a Swap Contract with Holdings, any Loan Party or any other Restricted Subsidiary permitted under Section 7.03(h), or (ii) becomes a Lender, an Agent or an Affiliate of a Lender or an Agent after it has entered into a Swap Contract permitted by Section 7.03(h) with Holdings, any Loan Party or any other Restricted Subsidiary.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under Swap Contracts.

“Holdings” means (a) Holdings (as defined in the preamble to this Agreement) or (b) after the Closing Date, any other Person (the “New Holdings”) that is a Subsidiary of Holdings or of any Parent Entity of Holdings (or the previous New Holdings, as the case may be) but not of any Borrower (the “Previous Holdings”); provided that (i) such New Holdings directly or indirectly owns 100% of the Equity Interests of the Borrowers, (ii) the New Holdings shall expressly assume all the obligations of the Previous Holdings under this Agreement and the other Loan Documents pursuant to a written agreement in form and substance reasonably satisfactory to the Administrative Agent, (iii) each Guarantor shall have confirmed by a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent that its Guarantee and, in the case of any Borrower, its grant of Liens under the Collateral Documents shall continue in full force and effect and shall apply to the New Holdings’ obligations under the Loan Documents, (iv) if reasonably requested by the Administrative Agent, an opinion of counsel shall be delivered by New Holdings to the Administrative Agent to the effect that such substitution does not breach or result in a default under this Agreement or any other Loan Document in form and substance reasonably satisfactory to the Administrative Agent, (v) all Equity Interests of the Borrowers, directly or indirectly, and substantially all of the other assets of the Previous Holdings are contributed or otherwise transferred to such New Holdings and (vi) no Event of Default has occurred and is continuing at the time of such substitution and such substitution does not result in any Event of Default or material tax liability; provided, further, that, if each of the foregoing is satisfied, the Previous Holdings shall be automatically released of all its obligations under the Loan Documents and any reference to “Holdings” in the Loan Documents shall be meant to refer to the “New Holdings.”

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) and the International Financial Reporting Standards Interpretations Committee (“IFRIC”) as in effect from time to time, applied in accordance with the consistency requirements thereof; provided that if Holdings notifies the Administrative Agent that Holdings requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in IFRS or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Holdings that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in IFRS or in the application thereof, then such provision shall be interpreted on the basis of IFRS as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

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Notwithstanding anything herein to the contrary, it is understood and agreed that all obligations of any Person that are or would be characterized as operating lease obligations in accordance with IFRS on January 1, 2013 (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capitalized Lease Obligations or Capitalized Leases) for purposes of this Agreement regardless of any change in IFRS following such date that would otherwise require such obligations to be recharacterized as Capitalized Lease Obligations or Capitalized Leases. Furthermore, “IAS” means International Accounting Standards in accordance with IFRS.

“Immaterial Subsidiary” means, at any date of determination, any Restricted Subsidiary (a) whose total assets (when combined with the assets of such Restricted Subsidiary’s Subsidiaries, after eliminating intercompany obligations) as of the last day of the Test Period most recently ended on or prior to the date of determination were less than 5.0% of the Consolidated Total Assets at such date (based upon the Section 6.01 Financials most recently delivered on or prior to such date) or (b) whose gross revenues (when combined with the revenues of such Restricted Subsidiary’s Subsidiaries, after eliminating intercompany obligations) for such Test Period were less than 5.0% of the consolidated gross revenues of Holdings and its Restricted Subsidiaries for such period, in each case determined in accordance with IFRS; provided that no Borrower shall at any time be an Immaterial Subsidiary.

“Immediate Family Members” means, with respect to any individual, such individual’s estate, heirs, legatees, distributees, child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“Incremental Agreement” has the meaning specified in Section 2.14(e).

“Incremental Facility Closing Date” has the meaning specified in Section 2.14(e).

“Incremental Revolving Credit Commitment Increase Lender” has the meaning specified in Section 2.14(f)(ii).

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“Incur” means create, issue, assume, guarantee, incur or otherwise become directly or indirectly liable for any Indebtedness; provided, however, that (a) any Indebtedness of Holdings and its Restricted Subsidiaries in existence on the Closing Date shall be deemed to have been Incurred by such Persons on the Closing Date and (b) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with Section 7.03:

(i) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security;

(ii) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Equity Interests in the form of additional Equity Interests of the same class and with the same terms; and

(iii) the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of prepayment or redemption or making of a mandatory offer to prepay, redeem or purchase such Indebtedness;

will, in each case, not be deemed to be the Incurrence of Indebtedness.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with IFRS:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), banker’s acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable or accrued expenses in the ordinary course of business and (ii) any earnout obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with IFRS and if not paid after becoming due and payable);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Capitalized Lease Obligations of such Person;

(g) all obligations of such Person in respect of Disqualified Equity Interests;

(h) all Guarantee Obligations of such Person in respect of any of the foregoing;

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provided that Indebtedness shall not include (i) prepaid or deferred revenue arising in the ordinary course of business, (ii) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warrants or other unperformed obligations of the seller of such asset and (iii) Guarantee Obligations incurred (other than with respect to Indebtedness) in the ordinary course of business.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited, and (B) in the case of Holdings and its Restricted Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. To the extent recourse is limited solely to the property encumbered thereby, the amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the Fair Market Value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning specified in Section 10.05.

“Indemnified Taxes” means (a) all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) above, all Other Taxes.

“Indemnitees” has the meaning specified in Section 10.05.

“Information” has the meaning specified in Section 10.08.

“Information Certificate” means a certificate substantially in the form of Exhibit D (or such other form as shall be reasonably acceptable to Holdings and the Administrative Agent).

“Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date of determination to (b) Consolidated Interest Expense of Holdings and its Restricted Subsidiaries for such Test Period.

“Interest Payment Date” means (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be “Interest Payment Dates”; and (b) as to any Base Rate Loan or Overnight LIBO Rate Loan (including a Protective Advance and a Swing Line Loan, as applicable), the last Business Day of each of March, June, September and December and the Maturity Date of the Facility under which such Loan was made; provided that, in the case of any Protective Advance, the date on which payment of interest on such Protective Advance is demanded by the Administrative agent shall also be an “Interest Payment Date”.

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“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent agreed to by each applicable Lender of such Eurocurrency Rate Loan, twelve months or a period shorter than one month, thereafter as selected by the applicable Borrower in its Committed Loan Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Interpolated Rate” means, with respect to any Eurocurrency Rate Loan for any Interest Period, a rate per annum (rounded upward to the next 1/100th of 1%) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between (a) the applicable Screen Rate for the longest period (for which such Screen Rate is available) that is shorter than the Interest Period for such Eurocurrency Rate Loan and (b) the applicable Screen Rate for the shortest period (for which such Screen Rate is available) that is longer than the Interest Period for such Eurocurrency Rate Loan, in each case at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person (including any acquisition or investment pursuant to any merger, consolidation or amalgamation with any Person), whether by means of (a) the purchase or other acquisition of Equity Interests or Indebtedness or other securities of another Person, (b) a loan, advance or capital contribution (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business) to, Guarantee Obligation with respect to any obligation of, or purchase or other acquisition of any other Indebtedness or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of Holdings and its Restricted Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person

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or assets constituting a business unit, line of business or division of such Person. The amount, as of any date of determination, of (i) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, minus any cash payments actually received by such investor representing interest in respect of such Investment (to the extent any such payment to be deducted does not exceed the remaining principal amount of such Investment and without duplication of amounts increasing the Available Equity Amount), but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (ii) any Investment in the form of a Guarantee Obligation shall be equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum liability in respect thereof, as reasonably determined in good faith by a Responsible Officer of Holdings, (iii) any Investment in the form of a transfer of Equity Interests or other non-cash property or services by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the Fair Market Value of such Equity Interests or other property or services as of the time of the transfer, minus any payments actually received by such investor representing a return of capital of, or dividends or other distributions in respect of, such Investment (to the extent such payments do not exceed, in the aggregate, the original amount of such Investment and without duplication of amounts increasing the Available Equity Amount), but without any other adjustment for increases or decreases in value of, or writeups, write-downs or write-offs with respect to, such Investment after the date of such Investment, and (iv) any Investment (other than any Investment referred to in clause (i), (ii) or (iii) above) by the specified Person in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment, except that the amount of any Investment in the form of a Permitted Acquisition or similar Investment shall be the Permitted Acquisition Consideration, minus the amount of any portion of such Investment that has been repaid to the investor as a repayment of principal or a return of capital, and of any payments or other amounts actually received by such investor representing interest, dividends or other distributions or similar payments in respect of such Investment (to the extent such amounts do not, in the aggregate, exceed the original cost of such Investment plus the costs of additions thereto and without duplication of amounts increasing the Available Equity Amount), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment. For purposes of Section 7.02, if an Investment involves the acquisition of more than one Person, the amount of such Investment shall be allocated among the acquired Persons in accordance with IFRS; provided that pending the final determination of the amounts to be so allocated in accordance with IFRS, such allocation shall be as reasonably determined by a Responsible Officer of Holdings.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.

“JPMCB” means JPMorgan Chase Bank, N.A.

“JPM German Collection Deposit Account” has the meaning specified in Section 6.17(a).

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“Judgment Currency” has the meaning specified in Section 10.20(b).

“Junior Financing” means any Indebtedness that is Subordinated Debt.

“Junior Financing Documents” means the definitive documentation governing any Junior Financing permitted under the Loan Documents.

“Latest Maturity Date” means, with respect to the Incurrence of any Indebtedness or the issuance of any Equity Interests, the latest Maturity Date applicable to any Facility that is outstanding hereunder as determined on the date such Indebtedness is Incurred or such Equity Interests are issued.

“Laws” means, collectively, all international, foreign, federal, state, provincial and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the applicable Honor Date or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means (i) JPMCB or any of its Subsidiaries or Affiliates and (ii) any other Lender (or any of its Subsidiaries or Affiliates) that becomes an L/C Issuer in accordance with Section 2.03(j) or 10.07(j); in the case of each of clause (i) or (ii) above, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. In the event that there is more than one L/C Issuer at any time, references herein and in the other Loan Documents to the L/C Issuer shall be deemed to refer to the L/C Issuer in respect of the applicable Letter of Credit or to all L/C Issuers, as the context requires.

“L/C Obligation” means, as at any date of determination, the aggregate maximum amount then available to be drawn under all outstanding Letters of Credit plus the aggregate amount of all Unreimbursed Amounts in respect of Letters of Credit, including all L/C Borrowings. The L/C Obligation of any Lender shall be its Pro Rata Share of the total L/C Obligation at such time, adjusted to give effect to any reallocation under Section 2.16 of the L/C Obligation of Defaulting Lenders in effect at such time.

“Lead Arrangers” means J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in their capacities as Joint Lead Arrangers and Joint Bookrunners under this Agreement.

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“Legal Reservations” means (a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganization and other laws generally affecting the rights of creditors; (b) the time barring of claims under the Limitation Act 1980 (United Kingdom) and Foreign Limitation Periods Act (1984) (United Kingdom); (c) the possibility that an undertaking to assume liability for or indemnify a person against non-payment of United Kingdom stamp duty may be void and defenses of set-off or counterclaim; (d) the principle that additional or default interest payable under any Loan Document may be held to be unenforceable on the grounds that it is a penalty; (e) the principle that a court may not give effect to an indemnity for legal costs incurred by a litigant; and (f) any other matters which are set out as qualifications or reservations in the legal opinion as to matters of English law delivered pursuant to Section 4.01(a)(iv).

“Lender” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, an Incremental Agreement or an Extension Agreement, other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lender” includes each L/C Issuer, the Swing Line Lender and, with respect to Protective Advances, the Administrative Agent. It is understood and agreed that, to the extent any Person will be making Loans or other Credit Extensions to either Borrower through an office, branch or Affiliate of such Person, as specified on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Person shall have become a Lender hereunder or as contemplated by the definition of the term “Applicable Lending Office”, each such Person, together with such offices, branches or Affiliates, will be treated as a single Lender hereunder, including for voting purposes, with the aggregate Revolving Credit Commitment specified for such Person on Schedule 2.01 or in such Assignment and Assumption, provided that each of such Person and its applicable offices, branches and Affiliates will have the benefit of this Agreement and the other Loan Documents.

“Lender Default” means (a) the refusal (in writing) or failure of any Lender to make available its portion of any Incurrence of Loans or participation in Letters of Credit, Protective Advances or Swing Line Loans required to be funded by it hereunder, which refusal or failure is not cured within one Business Day after the date of such refusal or failure; (b) the failure of any Lender to pay over to the Administrative Agent, any L/C Issuer or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due; (c) a Lender has notified any Borrower or the Administrative Agent that it does not intend or expect to comply with any of its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder; (d) the failure by a Lender to confirm, within three Business Days after request by the Administrative Agent, any L/C Issuer or any other Lender, in a manner reasonably satisfactory to the Administrative Agent that it will comply with its obligations hereunder; provided that such Lender Default shall cease to exist pursuant to this clause (d) upon receipt by the requesting Person and the Administrative Agent of such confirmation in form and substance reasonably satisfactory to the Administrative Agent; or (e) a Distressed Person has admitted in writing that it is insolvent or such Distressed Person becomes subject to a Lender-Related Distress Event.

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“Lender-Related Distress Event” means, with respect to any Lender, that such Lender or any Person that directly or indirectly controls such Lender (each, a “Distressed Person”), as the case may be, is or becomes subject to a voluntary or involuntary case with respect to such Distressed Person under any Debtor Relief Law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any Person that directly or indirectly controls such Distressed Person is subject to a forced liquidation, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in any Lender or any Person that directly or indirectly controls such Lender by a Governmental Authority; provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person or its parent entity.

“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the standard form of the applicable L/C Issuer.

“Letter of Credit Final Issuance Date” means the day that is three Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Commitment (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, privilege, deemed trust, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing); provided that in no event shall an operating lease be deemed to be a Lien.

“Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a Revolving Credit Loan, a Swing Line Loan, a Protective Advance or any loan made pursuant to any Extended Revolving Credit Commitments.

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the Collateral Documents, (d) the Master Guarantee Agreement, (e) each Letter of Credit, (f) each Extension Agreement, (g) each Incremental Agreement and (h) any other document related to

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this Agreement designated in writing by Holdings, the Borrower Agent and the Administrative Agent as a “Loan Document”; provided that documents referred to in clause (b) or (e) above shall not constitute Loan Documents for purposes of Section 10.01.

“Loan Parties” means, collectively, (a) the Borrowers and (b) each other Guarantor.

“Malta” means the Republic of Malta.

“Maltese Borrower” has the meaning specified in the preamble hereto.

“Maltese Borrowing Base” means, as of any Borrowing Base Reporting Date, an amount equal to:

(a) the product of (i) 85% multiplied by (ii) (x) the Apple Adjusted Gameplay Collections A/R as of such Borrowing Base Reporting Date less (y) the Apple Ineligible Amount as of the end of the calendar month then most recently ended (or, during any Enhanced Reporting Period, if the Apple Ineligible Amount is not available as of such month-end and such month-end is less than seven calendar days prior to such Borrowing Base Reporting Date, then as of the end of the preceding calendar month); provided that, in calculating the Maltese Borrowing Base as of any Borrowing Base Reporting Date, to the extent the amount in clause (a)(ii) exceeds (A) at any time that a long-term company, issuer or similar rating has been established by each of Moody’s and S&P for Apple and each such rating is an Investment Grade Rating, 65% of the Aggregate Eligible A/R as of such Borrowing Base Reporting Date and (B) at all other times, 20% of the Aggregate Eligible A/R as of such Borrowing Base Reporting Date, the amount of such excess shall not be included in the computation of the Maltese Borrowing Base on such Borrowing Base Reporting Date; plus

(b) the product of (i) 85% multiplied by (ii) (x) the Facebook Adjusted Gameplay Collections A/R as of such Borrowing Base Reporting Date less (y) the Facebook Ineligible Amount as of the end of the calendar month then most recently ended (or, during any Enhanced Reporting Period, if the Facebook Ineligible Amount is not available as of such month-end and such month-end is less than seven calendar days prior to such Borrowing Base Reporting Date, then as of the end of the preceding calendar month); provided that, in calculating the Maltese Borrowing Base as of any Borrowing Base Reporting Date, to the extent the amount in clause (b)(ii) exceeds (A) at any time (x) prior to the initial establishment by either Moody’s or S&P of a long-term company, issuer or similar rating for Facebook or (y) if either Moody’s or S&P or both such rating agencies shall have established a long-term company, issuer or similar rating for Facebook, that each such rating is an Investment Grade Rating, 40% of the Aggregate Eligible A/R as of such Borrowing Base Reporting Date and (B) at any time (x) following the initial establishment by either Moody’s or S&P of a long-term company, issuer or similar rating for Facebook, that Facebook shall cease to have such a rating by such rating agency or (y) that any long-term company, issuer or similar rating established by either Moody’s or S&P for Facebook is not an Investment Grade Rating, 20% of the Aggregate Eligible A/R as of such Borrowing Base Reporting Date, the amount of such excess shall not be included in the computation of the Maltese Borrowing Base on such Borrowing Base Reporting Date; minus

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(c) Maltese Reserves.

The Maltese Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.18(a) (or, prior to the first such delivery, delivered to the Administrative Agent pursuant to Section 4.01(a)), subject to adjustment to give effect to any Maltese Reserves established following such delivery; provided that no Maltese Reserve shall be established or modified except upon not less than three Business Days’ prior notice to the Borrower Agent (during which period the Administrative Agent shall be available to discuss any such proposed Maltese Reserve or modification thereof with the Borrower Agent and the Maltese Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Maltese Reserve or modification thereof no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent); provided further that no such prior notice shall be required for any modifications to any Maltese Reserves (i) resulting solely by virtue of mathematical calculations of the amount of the Maltese Reserves in accordance with the methodology of calculation previously utilized or (ii) arising solely from any of the Borrowing Base General Eligibility Requirements not being satisfied. Notwithstanding anything herein to the contrary, Maltese Reserves shall be established without duplication of any other Maltese Reserves then established and shall not duplicate any exclusions from eligibility effected under the definition of “Borrowing Base General Eligibility Requirements” (for the avoidance of doubt, except for any such Maltese Reserve established on a temporary basis after any of the Borrowing Base General Eligibility Requirements with respect to the Apple Adjusted Gameplay Collections A/R or Facebook Adjusted Gameplay Collections A/R ceases to be satisfied but prior to such nonsatisfaction being reflected in the calculation of the Maltese Borrowing Base pursuant to the definition thereof) or any reductions or deductions reflected in the calculation of Apple Adjusted Gameplay Collections A/R or Facebook Adjusted Gameplay Collections A/R, or of any embedded definitions contained therein.

“Maltese Receivables Pledge Agreement” means the Pledge of Rights Agreement, dated as of the Closing Date, between the Maltese Borrower and the Collateral Agent.

“Maltese Reserves” means any Reserves established by the Administrative Agent in its Permitted Discretion to be applicable to the Maltese Borrowing Base.

“Maltese Revolving Credit Exposure” means, at any time, such portion of the Revolving Credit Exposure at such time as is attributable to the Loans made to, and Letters of Credit issued for the account of, the Maltese Borrower.

“Maltese Taxes” means any Taxes imposed by any Governmental Authority of Malta.

“Management Stockholders” means the members of management, directors, officers and employees (and the Immediate Family Members of the foregoing) of Holdings (or any Parent Entity thereof) or any of its Subsidiaries who are (directly or indirectly through one or more investment vehicles) investors in Holdings or any Parent Entity.

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“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Master Guarantee Agreement” means the Master Guarantee Agreement, dated as of the Closing Date, among each Borrower, the other Loan Parties and the Administrative Agent, together with all supplements thereto.

“Material Adverse Effect” means a material adverse effect on (a) the business or financial condition of Holdings and its Restricted Subsidiaries, taken as a whole, (b) the ability of the Borrowers and the other Loan Parties, taken as a whole, to perform their payment obligations under the Loan Documents or (c) the rights and remedies of the Agents and the Lenders with respect to the Collateral or under the Loan Documents.

“Maturity Date” means (a) with respect to the Revolving Credit Facility, the fifth anniversary of the Closing Date and (b) with respect to any Extended Revolving Credit Facility, the maturity date with respect thereto specified in the applicable Extension Agreement; provided that, in each case, if any such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such day.

“Maximum Credit” means, at any time, the lesser of (a) the Aggregate Revolving Credit Commitments in effect at such time and (b) the Aggregate Borrowing Base at such time.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Necessary Cure Amount” has the meaning specified in Section 8.05.

“New Collateral Document” means any Collateral Document that is executed and delivered after the Closing Date.

“Non-Consenting Lender” has the meaning specified in Section 3.07(d).

“Non-Renewal Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Note” means a promissory note of any Borrower payable to any Lender or its registered assigns, in substantially the form of Exhibit E, in a principal amount equal to such Lender’s Revolving Credit Commitment evidencing the aggregate Indebtedness of such Borrower to such Lender resulting from the Loans of a given Class owing to such Lender by such Borrower.

“Noticed Hedge” means Secured Hedge Agreement in respect of which the notice delivered to the Administrative Agent by the applicable Hedge Bank and the Maltese Borrower confirms that such Secured Hedge Agreement shall constitute a “Noticed Hedge” for all purposes hereof, including the application of Reserves and Section 8.04, so long as, on the date of such designation, the establishment of a Secured Hedge Reserve in the amount of the Secured Hedge Specified Amount with respect thereto would not result in (a) the

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Revolving Credit Exposure exceeding the Maximum Credit, (b) the German Revolving Credit Exposure exceeding the German Borrowing Base or (c) the Maltese Revolving Credit Exposure exceeding the Maltese Borrowing Base; provided that if the Secured Hedge Specified Amount with respect thereto shall increase, then Obligations in respect thereof shall constitute “Obligations under a Noticed Hedge” only to the extent that a Secured Hedge Reserve in the amount of such Secured Hedge Specified Amount can, at the time of such increase, be established without (a) the Revolving Credit Exposure exceeding the Maximum Credit, (b) the German Revolving Credit Exposure exceeding the German Borrowing Base or (c) the Maltese Revolving Credit Exposure exceeding the Maltese Borrowing Base.

“Obligations” means all (a) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees and expenses that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees and expenses are allowed claims in such proceeding, (b) all Hedging Obligations (other than with respect to any Loan Party’s Hedging Obligations that constitute Excluded Swap Obligations) under each Secured Hedge Agreement, including all interest, fees and expenses that accrue after commencement by or against any Loan Party of any proceeding under Debtor Relief Laws, regardless of whether such interest, fees and expenses are allowed claims in such proceeding, with respect to such Loan Party, (c) all Cash Management Obligations and (d) all Parallel Debt of any Principal Party (each such term as defined in the Master Guarantee Agreement). Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or the memorandum and articles of association, incorporation, formation or organization and operating agreement and, with respect to any limited liability company established under the laws of Germany (a GmbH), the articles of association, shareholder list and excerpt from the commercial register and any other organizational agreement applicable thereto; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, declaration, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

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“Other Connection Taxes” means, with respect to any Agent or Lender, Taxes imposed as a result of a present or former connection between such Agent or Lender and the jurisdiction imposing such Tax (other than connections arising from such Agent or Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary Taxes and any other excise, property, intangible, recording, filing or similar Taxes which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than pursuant to an assignment made pursuant to a request by the Borrower Agent under Section 3.07).

“Outstanding Amount” means (a) with respect to the Loans on any date, the outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans (including any refinancing of outstanding Unreimbursed Amounts under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) occurring on such date; and (b) with respect to any L/C Obligations on any date, the outstanding amount thereof on such date after giving effect to any related L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under related Letters of Credit taking effect on such date.

“Overnight LIBO Rate” means, for any day, with respect to any Overnight LIBO Rate Loan or overdue amount that bears interest at the Overnight LIBO Rate pursuant to the terms of this Agreement, the rate of interest per annum (rounded upwards, if necessary, to the next 1/16 of 1%) at which overnight deposits in U.S. Dollars, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative Agent in the London interbank market for such currency to major banks in the London interbank market.

“Overnight LIBO Rate Loan” means a Loan that bears interest at a rate based on the Overnight LIBO Rate.

“Parent Entity” means any Person that is a direct or indirect parent company (which may be organized as, among other things, a partnership) of Holdings and of which Holdings is a Subsidiary.

“Participant” has the meaning specified in Section 10.07(e).

“Participant Register” has the meaning specified in Section 10.07(e).

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“Payment Conditions” means, at any time of determination, that (a) no Specified Event of Default exists or would arise as a result of the making of the subject Specified Payment, (b) after giving Pro Forma Effect to such Specified Payment the Fixed Charge Coverage Ratio as of the end of the most recently ended Test Period (regardless of whether a Covenant Trigger Period has occurred and is continuing) shall be greater than or equal to 1.0 to 1.0 calculated as if such Specified Payment (if applicable to such calculation) had been made as of the first day of such Test Period); provided, however, that the condition set forth in clause (b) shall not be applicable if the Borrowers have Excess Availability after giving Pro Forma Effect to such Specified Payment as of the date of such Specified Transaction and during 30 calendar days prior to such Specified Payment in excess of the greater of (i) (A) 17.5% of the Aggregate Revolving Credit Commitments and (B) $17,500,000 in the case of each of Sections 7.02(z), 7.03(w) and 7.08(a)(iv) and (ii) (A) 25.0% of the Aggregate Revolving Credit Commitments and (B) $25,000,000 in the case of Section 7.06(j), (c) the Borrowers have Excess Availability after giving Pro Forma Effect to such Specified Payment as of the date of such Specified Transaction and during 30 calendar days prior to such Specified Payment in excess of the greater of (i) (A) 15.0% of the Aggregate Revolving Credit Commitments and (B) $15,000,000 in the case of each of Sections 7.02(z), 7.03(w) and 7.08(a)(iv) and (ii) (A) 17.5% of the Aggregate Revolving Credit Commitments and (B) $17,500,000 in the case of Section 7.06(j) and (d) Holdings shall have delivered to the Administrative Agent, in accordance with Section 6.02(f), evidence reasonably satisfactory to the Administrative Agent that the conditions contained in the foregoing clauses (a), (b) and (c) have been satisfied.

“Payor Entity” means, with respect to any Specified Contract, the Account Debtor that makes payments and remittance to the applicable Borrower in respect of the Accounts arising under such Specified Contract.

“Pension Scheme” means any pension or retirement scheme operated by Holdings or any Subsidiary from time to time.

“Pension Scheme Event” means the failure of any Pension Scheme to be funded (including the payment of related costs and expenses) to the extent required by applicable Laws or the imposition of any statutory underfunding or solvency debt, in each case, where (taking into account any applicable insurance arrangements) such failure or such imposition would be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

“Permitted Acquisition” has the meaning specified in Section 7.02(z).

“Permitted Acquisition Consideration” means, in connection with any Permitted Acquisition or similar Investment, the aggregate amount (as valued at the Fair Market Value at the time such Permitted Acquisition or similar Investment is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition or similar Investment, whether payable at or prior to the consummation thereof or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and

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other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business, and (b) the aggregate amount of Indebtedness Incurred or assumed in connection with such Permitted Acquisition or similar Investment; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under IFRS (as determined at the time of the consummation thereof) to be established in respect thereof by Holdings or its Restricted Subsidiaries.

“Permitted Discretion” means the Administrative Agent’s reasonable credit judgment (from the perspective of an asset-based lender) in establishing reserves, exercised in good faith in accordance with customary business practices for similar asset based lending facilities, based upon its consideration of any factor that it reasonably believes (a) could materially adversely affect the quantity, quality or value of Collateral (including any applicable Laws that may inhibit collection of a receivable), the enforceability or priority of the Collateral Agent’s Liens thereon, or the amount that the Agents, the Lenders or the L/C Issuer could receive in liquidation of any Collateral; (b) has resulted in any collateral report or financial information delivered by any Borrower being incomplete, inaccurate or misleading in any material respect; or (c) creates an Event of Default. In exercising such judgment, the Administrative Agent may consider any factors that could materially increase the credit risk of lending to the Borrowers on the security of the Collateral. Any Reserve established or modified by the Administrative Agent shall have a reasonable relationship to circumstances, conditions, events or contingencies which are the basis for such reserve, as reasonably determined, without duplication, by the Administrative Agent in good faith; provided that circumstances, conditions, events or contingencies existing or arising prior to the Closing Date and, in each case, disclosed in writing in the final field examination report delivered to the Administrative Agent prior to the Closing Date shall not be the basis for the establishment of any Reserve after the Closing Date unless such establishment is based on a change in any such circumstance, condition, event or contingency after the Closing Date or on the Administrative Agent becoming aware after the Closing Date of any facts or other information (including any interpretation of applicable Law) that is inconsistent with its understanding or analysis of such circumstance, condition, event or contingency prior to the Closing Date.

“Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of Holdings or any Parent Entity, in each case to the extent permitted hereunder.

“Permitted Holder Group” means any “group” (within the meaning of Rule 13d-5 of the Exchange Act) owning Equity Interests having the power to vote or direct the voting for the election of directors of Holdings (or any Parent Entity thereof) if a majority of such Equity Interests owned by the group is owned by Permitted Holders.

“Permitted Holders” means any of (a) the Sponsors, (b) the Management Stockholders and (c) the Founders.

“Permitted Refinancing Indebtedness” means, with respect to any Indebtedness (the “Refinanced Indebtedness”), any Indebtedness Incurred in exchange for or as a replacement

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of (including by entering into alternative financing arrangements in respect of such exchange or replacement (in whole or in part), either by adding or replacing lenders, creditors, agents, borrowers and/or guarantors and including, by entering into any new credit agreement, loan agreement, note purchase agreement, indenture or other agreement), or the net proceeds of which are Incurred for the purpose of modifying, extending, refinancing, renewing, replacing, redeeming, repurchasing, defeasing, amending, supplementing, restructuring, repaying or refunding (collectively to “Refinance” or a “Refinancing” or “Refinanced”), such Refinanced Indebtedness (or previous refinancing thereof constituting Permitted Refinancing Indebtedness); provided that (a) after giving effect to such Refinancing, the principal amount (or accreted value, if applicable) thereof will not exceed the principal amount (or accreted value, if applicable) of the Refinanced Indebtedness except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses incurred, in connection with such Refinancing plus an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(f), such Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Refinanced Indebtedness, (c) (i) if such Refinanced Indebtedness is secured by a security interest in any assets, such Permitted Refinancing Indebtedness is either (A) unsecured or (B) secured solely by Liens permitted to secure such Permitted Refinancing Indebtedness pursuant to Section 7.01 and (ii) if such Refinanced Indebtedness is unsecured, such Permitted Refinancing Indebtedness is unsecured and (d) (i) to the extent such Refinanced Indebtedness is subordinated in right of payment to the Obligations, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders, when taken as a whole, as those contained in the documentation governing the Refinanced Indebtedness and (ii) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rates (including through fixed interest rates), interest rate margins, rate floors, fees, funding discounts, original issue discounts and redemption or prepayment terms and premiums) of any such Permitted Refinancing Indebtedness, taken as a whole, are not materially more restrictive on Holdings and its Restricted Subsidiaries, when taken as a whole, than the terms and conditions of this Agreement; provided that a certificate of a Responsible Officer of Holdings or the Maltese Borrower delivered to the Administrative Agent at least five Business Days prior to the Incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings or the Maltese Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies Holdings or the Maltese Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).

“Permitted Sale Leaseback” means any Sale Leaseback consummated by Holdings or any Restricted Subsidiary after the Closing Date; provided that any such Sale Leaseback not between, on the one hand, Holdings or a Restricted Subsidiary and, on the other hand, Holdings or a Restricted Subsidiary, must be consummated for Fair Market Value as determined at the time of consummation in good faith by (a) Holdings or such Restricted Subsidiary and (b) in the case of any Sale Leaseback (or series of related Sales Leasebacks)

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the aggregate proceeds of which exceed $10,000,000, the Board of Directors of Holdings or such Restricted Subsidiary (which such determination may take into account any retained interest or other Investment of Holdings or such Restricted Subsidiary in connection with, and any other material economic terms of, such Sale Leaseback).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Post-Transaction Period” means, (a) with respect to any Specified Transaction, the period beginning on the date such Specified Transaction is consummated and ending on the last day of the fourth full consecutive fiscal quarter immediately following the date on which such Specified Transaction is consummated and (b) with respect to any Specified Restructuring, the period beginning on the date such Specified Restructuring is initiated and ending on the last day of the fourth full consecutive fiscal quarter immediately following the date on which such Specified Restructuring is initiated.

“Present Fair Saleable Value” means the amount that could be obtained by an independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of the applicable Person and its Subsidiaries taken as a whole are sold on a going-concern basis with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at its principal office in New York City. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Prior Claims” means all Liens created by applicable Law or other interests that rank or are capable of ranking prior to or equal in priority with the Liens of the Collateral Agent on the Collateral securing the Obligations created under the Collateral Documents (or similar Liens created under applicable Law), against all or part of the assets of any Borrower, including for amounts owing for wages, vacation pay, severance pay, employee source deductions and contributions, goods and services taxes, sales taxes, harmonized sales taxes, municipal taxes, income taxes, VAT, workers’ compensation, unemployment insurance, pension plan or fund obligations (including pension plan deficits) or other statutory deemed trusts or overdue rents.

“Pro Forma Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Transaction Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary or the Consolidated EBITDA of Holdings, (a) the pro forma increase or decrease (for the avoidance of doubt net of any such increase or decrease actually realized) in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by Holdings in good faith as a result of (i) actions taken or actions with respect to which substantial steps have been taken prior to or during such Post-Transaction Period, for the purposes of realizing reasonably identifiable cost savings, operating expense reductions or costs or other synergies or (ii) any

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additional costs, expenses or charges, accruals or reserves (collectively “Costs”) incurred prior to or during such Post-Transaction Period with the combination of the operations of such Acquired Entity or Business or Converted Restricted Subsidiary with the operations of Holdings and its Restricted Subsidiaries or otherwise in connection with, as a result of or related to such Specified Transaction or Specified Restructuring; provided that (A) so long as such actions are taken or substantial steps with respect to such actions have been taken prior to or during such Post-Transaction Period or such costs are incurred prior to or during such Post-Transaction Period, as applicable, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, it may be assumed that such cost savings, operating expense reductions or costs or other synergies will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period, (B) at the election of Holdings, such Pro Forma Adjustment shall not be required to be determined to the extent the aggregate consideration paid in connection with any acquisition was less than $10,000,000 and (C) notwithstanding anything to the contrary contained herein, the aggregate amount of (x) all adjustments to Consolidated EBITDA in respect of any of the items referred to in clause (a)(v) of the definition of such term, (y) all adjustments to Consolidated Net Income in respect of any of the items referred to in clause (3)(ii) of the definition of such term and (z) all Pro Forma Adjustments that do not arise from mergers, business combinations, acquisitions or divestitures, shall not be in excess of 15% of Consolidated EBITDA (prior to giving effect to any increase in Consolidated EBITDA resulting from the adjustments referred to in clauses (x), (y) or (z)) in any Test Period.

“Pro Forma Adjustment Certificate” means any certificate of a Responsible Officer of Holdings delivered pursuant to Section 6.02(e).

“Pro Forma Basis” and “Pro Forma Effect” mean, with respect to compliance with any test, financial ratio or covenant hereunder for an applicable period of measurement, for any Specified Transactions or Specified Restructurings that have been made during any applicable Test Period or, if applicable, subsequent to such Test Period and prior to or simultaneously with the events for which any such calculation is made, shall be calculated on a pro forma basis assuming that (a) to the extent applicable, the Pro Forma Adjustment shall have been made and (b) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the case of a balance sheet item) in such test or covenant: (i) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (A) in the case of a Disposition of all or substantially all Equity Interests in any Subsidiary of Holdings or any division, product line, or facility used for operations of Holdings or any of its Subsidiaries, shall be excluded, and (B) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (ii) Refinancing of Indebtedness, and (iii) any Indebtedness Incurred by Holdings or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (a) above, the foregoing pro forma adjustments may be applied to any such test,

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ratio or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (as determined by the Holdings in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on Holdings and its Restricted Subsidiaries and (z) reasonably identifiable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

“Pro Rata Share” means, with respect to each Lender under any Facility at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitment of such Lender under the applicable Facility at such time and the denominator of which is the amount of the aggregate Commitments under the applicable Facility at such time; provided that if the Commitments under the applicable Facility have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Protective Advance” means a loan made by the Administrative Agent, in its sole discretion, pursuant to Section 2.01(b) which:

(a) is made to maintain, protect or preserve the Collateral and/or the Secured Parties’ rights under the Loan Documents or which is otherwise for the benefit of the Secured Parties; or

(b) is made to enhance the likelihood of, or to maximize the amount of, repayment of any Obligation; or

(c) is made to pay any other amount chargeable to, or required to be paid by, any Loan Party hereunder or under any other Loan Document; and

(d) together with all other Protective Advances then outstanding, shall not (i) exceed 10% of the aggregate amount of the Revolving Credit Commitments at the time such Protective Advance is made or (ii) unless a liquidation is taking place, remain outstanding for more than 90 consecutive Business Days, unless in each case, the Required Lenders otherwise agree.

“Protective Advance Exposure” means, at any time, the aggregate principal amount of all outstanding Protective Advances at such time. The Protective Advance Exposure of any Lender at any time shall be its Pro Rata Share of the total Protective Advance Exposure at such time, adjusted to give effect to any reallocation under Section 2.16 of the Protective Advance Exposures of Defaulting Lenders in effect at such time.

“Public Company Costs” means the costs and expenses of compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, the provisions of the Securities Act and the Exchange Act, and the rules of national securities exchange listed companies (in each case, as applicable to companies with equity or debt securities held by the public), including procuring directors’ and officers’ insurance, legal and other professional fees, and listing fees.

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“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualifying IPO” means the issuance by Holdings or any Parent Entity of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering) or in a firm commitment underwritten offering (or series of related offerings of securities to the public pursuant to a final prospectus) made pursuant to the Securities Act.

“Refinance,” “Refinanced” and “Refinancing” each has the meaning specified in the definition of the term “Permitted Refinancing Indebtedness.”

“Refinanced Indebtedness” has the meaning specified in the definition of the term “Permitted Refinancing Indebtedness.”

“Register” has the meaning specified in Section 10.07(d).

“Related Persons” means, with respect to any Person, its Affiliates and the officers, directors, partners, members, managers, trustees, employees, agents, co-agents, sub-agents and attorneys-in-fact and other advisors of such Person or its Affiliates.

“Release” means any release, spill, leak, discharge, presence of, abandonment, disposal, pumping, pouring, emitting, emptying, injecting, leaching, dumping, depositing, dispersing, allowing to escape or migrate into or otherwise enter the environment (including ambient air, surface water, groundwater, wetlands, land, surface, and subsurface strata or within any building, structure, facility or fixture, subject in each case, to human occupation) of any Hazardous Materials.

“Reports” means reports prepared by the Administrative Agent or another Person showing the results of Field Examinations pertaining to the assets of the Borrowers from information furnished by or on behalf of Holdings or any Subsidiary, which Reports (except where prepared for internal purposes of the Administrative Agent) may be distributed to the Lenders by the Administrative Agent.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Collateral” means all Accounts of each Borrower owed by any Account Debtor (including all future receivables), all Specified Deposit Accounts of each Borrower, the JPM German Collection Deposit Account, all rights, interests and title of each Borrower under any Specified Contract, all rights, interests and title of each Borrower under the Agency Agreement and any and all other assets and property, whether tangible, intangible or mixed, of each Borrower of the type that constitute Collateral on the Closing Date pursuant to any of the Closing Date Collateral Documents, except solely on account to a generic reference to “products” or “proceeds” of any such other assets and properties constituting Collateral.

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“Required Lenders” means, at any time, Lenders having Revolving Credit Exposures and unused Revolving Credit Commitments representing more than 50% of the sum of the aggregate Revolving Credit Exposure and unused Revolving Credit Commitments at such time.

“Reserves” means such reserves as the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate (a) to reflect the impediments to the Agents’ ability to realize upon the Collateral, (b) to reflect claims and liabilities that the Administrative Agent determines will need to be satisfied in connection with the realization upon the Collateral or (c) to reflect criteria, events, conditions, contingencies or risks that adversely affect any component of the Maltese Borrowing Base, the German Borrowing Base, any Collateral or the validity or enforceability of this Agreement or any other Loan Document or any material rights or remedies of the Secured Parties hereunder or thereunder.

Reserves may include, assuming they meet the criteria set forth in the preceding paragraph, reserves based on: (i) outstanding Taxes and other governmental charges, including, ad valorem, personal property, sales and other Taxes and other Prior Claims that have or could have priority over the interests of the Collateral Agent in the Collateral; (ii) any change in VAT or in the administration thereof, including any Borrower becoming obligated to declare and pay VAT where it wasn’t so obligated on the Closing Date; (iii) salaries, wages and benefits due to employees of Holdings or any Subsidiary that have priority over the interests of the Collateral Agent in the Collateral; (iv) the costs of perfection, collection or liquidation of any Collateral, including, in the case of the German Borrowing Base, a liquidation reserve for fees that would be payable to, or may be withheld by, the insolvency administrator in the event the German Borrower becomes subject to any proceeding under any Debtor Relief Law in Germany and, in the case of the Maltese Borrowing Base, a reserve for amounts mandated to be paid to employees of the Maltese Borrower (including unpaid wages, leave time and any compensation for termination) in the event the Maltese Borrower becomes subject to any proceedings under any Debtor Relief Law in Malta; (v) nonsatisfaction of any of the requirements set forth in clause (c) or (g) of the definition of the term Borrowing Base General Eligibility Requirements; (vi) reserves in respect of Cash Management Obligations, provided that reserves of the type described in this clause (vi) in respect of such Cash Management Obligations shall require the consent of the Borrower; (vii) Secured Hedge Reserves; and (viii) other additional reserves established by the Administrative Agent in its Permitted Discretion.

“Responsible Officer” means the chief executive officer, president, vice president, director, chief financial officer, chief operating officer, chief legal officer, chairman, treasurer or assistant treasurer or other similar officer of Holdings or a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of Holdings or a Loan Party, and, in each case, with respect to a German Loan Party, a managing director (Geschäftsführer). Any document delivered hereunder that is signed by a Responsible Officer of Holdings or a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of Holdings or such Loan Party, as applicable, and such Responsible Officer shall be conclusively presumed to have acted on behalf of Holdings or such Loan Party, as the case may be.

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“Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest in Holdings, any Parent Entity or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, exchange, conversion, cancellation or termination of any such Equity Interest of Holdings, any Parent Entity or any Restricted Subsidiary, and (b) any management, monitoring, transaction, advisory or similar fees payable to any Permitted Holder or any of its Affiliates.

“Restricted Subsidiary” means any Subsidiary of Holdings other than an Unrestricted Subsidiary.

“Revolving Commitment Increase” has the meaning specified in Section 2.14(a).

“Revolving Credit Borrowing” means a borrowing of Revolving Credit Loans pursuant to Section 2.01(a).

“Revolving Credit Commitment” means, as to each Lender, its obligation to (a) make Revolving Credit Loans to the Borrowers pursuant to Section 2.01, (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Protective Advances and Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption, Incremental Agreement or Extension Agreement pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Aggregate Revolving Credit Commitments are $150,000,000 on the Closing Date.

“Revolving Credit Exposure” means, as to each Lender, the sum of the Outstanding Amount of such Lender’s Revolving Credit Loans, its L/C Obligation, its Swing Line Obligation and its Protective Advance Exposure at such time.

“Revolving Credit Facility” means the Revolving Credit Commitments and Revolving Credit Loans and other extensions of credit thereunder.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment or that holds a Revolving Credit Loan or has any other Revolving Credit Exposure at such time.

“Revolving Credit Loan” has the meaning specified in Section 2.01(a).

“Revolving Credit Termination Date” means the earliest of (a) the Maturity Date, (b) the date of termination of all of the Revolving Credit Commitments pursuant to Section 2.06 or 8.02 and (c) the date on which the Obligations become due and payable pursuant to Section 8.02.

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“S&P” means Standard & Poor’s Financial Services, a subsidiary of the McGraw Hill Companies, Inc., and any successor thereto.

“Sale Leaseback” means any transaction or series of related transactions pursuant to which Holdings or any of its Restricted Subsidiaries (a) sells, transfers or otherwise Disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or Disposed.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State or by the United Nations Security Council, the European Union or any European Union member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person.

“Screen Rate” has the meaning specified in the definition of “Eurocurrency Rate”.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Section 6.01 Financials” means the financial statements delivered, or required to be delivered, pursuant to Section 6.01(a) or 6.01(b), together with the Information Certificate.

“Secured Cash Management Agreement” means any agreement relating to Cash Management Services that is entered into by and between Holdings or any Restricted Subsidiary and a Cash Management Bank and (other than, so long as JPMCB is the Administrative Agent, where JPMCB or an Affiliate thereof is such Cash Management Bank) designated in writing by such Cash Management Bank and the Borrower Agent to the Administrative Agent as a “Secured Cash Management Agreement.”

“Secured Hedge Agreement” means any Swap Contract permitted under Section 7.03(h) that is entered into by and between Holdings or any Restricted Subsidiary and any Hedge Bank and (other than, so long as JPMCB is the Administrative Agent, where JPMCB or an Affiliate thereof is such Hedge Bank) designated in writing by such Hedge Bank and the Borrower Agent to the Administrative Agent as a “Secured Hedge Agreement”. Any such designation in writing by the applicable Hedge Bank and the Borrower Agent (or any other written notice by the applicable Hedge Bank and the Borrower Agent to the Administrative Agent) may further designate with the consent of the Borrower Agent any Secured Hedge Agreement as being a “Noticed Hedge” as defined under this Agreement;

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provided that in the event of any such further designation (other than, so long as JPMCB is the Administrative Agent, any designation of any Secured Hedge Agreement where JPMCB or an Affiliate thereof is the Hedge Bank thereunder), such writing specifies the Secured Hedge Specified Amount with respect thereto.

“Secured Hedge Reserves” means reserves established by the Administrative Agent in its Permitted Discretion in respect of any Noticed Hedge.

“Secured Hedge Specified Amount” means, with respect to any Secured Hedge Agreement, up to the maximum possible amount of obligations of Holdings or any Restricted Subsidiary thereunder, as reasonably specified (in the case of a Specified Hedge Agreement with any Hedge Bank other than JPMCB and its Affiliates so long as JPMCB is the Administrative Agent) by such Hedge Bank and the Borrower Agent in writing to the Administrative Agent, which amount may be established or increased by further such written notice to the Administrative Agent from time to time.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, the Cash Management Banks, the Hedge Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(b) and any other holder (including a Lead Arranger) of any Obligation.

“Securities Act” means the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

“Sold Entity or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”

“Solvent” means, with respect to any Person, at any date, that (a) the sum of such Person’s debts (including contingent liabilities) do not exceed the Present Fair Saleable Value of such Person’s present assets, (b) such Person’s capital is not unreasonably small in relation to its business as contemplated on such date and (c) such Person has not incurred and does not intend to incur, or believe that it will incur, debts (including current obligations) beyond its ability to pay such debts as they become due (whether at maturity or otherwise). For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under IFRS).

“SPC” has the meaning specified in Section 10.07(h).

“Specified Contracts” means the Apple Contract, the Facebook Contract and the Google Contract. Unless the context requires otherwise (including in the case of any express reference to “any” Specified Contract), the term Specified Contract shall be deemed to refer to the foregoing agreements and documents collectively; and in the context of any reference to “any” Specified Contract, the term Specified Contract shall be deemed to refer to the Apple Contract or any Apple Contract, the Facebook Contract or any Facebook Contract or the Google Contract or any Google Contract, as the context requires.

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“Specified Contracts Change” has the meaning specified in the definition of the term “Borrowing Base General Eligibility Requirements.”

“Specified Deposit Account Bank” means a financial institution at which any Borrower maintains a Specified Deposit Account.

“Specified Deposit Accounts” means (a) the Specified German Collection Deposit Account, (b) the Specified Maltese Collection Deposit Account and (c) the U.K. Concentration Deposit Accounts.

“Specified Event of Default” means (a) any Borrowing Base Certificate being materially inaccurate, (b) the failure by a Borrower to provide notice to any Account Debtor of the Lien of the Collateral Agent in respect of any Account or Specified Contract as and to the extent required under any Collateral Document, which failure shall continue for five Business Days, or (c) the occurrence of any Event of Default specified in Sections 8.01(a), 8.01(b)(i) (due to a failure to comply with Section 6.04(a) (with respect to Holdings or a Borrower only) or 6.17), Section 8.01(b)(ii), 8.01(b)(iii), 8.01(f) or 8.01(g).

“Specified German Collection Deposit Account” means (a) Deposit Account #DE54200300000010882647 held in the name of the German Borrower at Hypo Vereinsbank or (b) any other Deposit Account agreed by the German Borrower and the Administrative Agent to be the “Specified German Collection Deposit Account” for purposes hereof.

“Specified Maltese Collection Deposit Account” means (a) Deposit Account #MT07VALL22013000000040017650005 held in the name of the Maltese Borrower at Bank of Valletta or (b) any other Deposit Account agreed by the Maltese Borrower and the Administrative Agent to be the “Specified Maltese Collection Deposit Account” for purposes hereof.

“Specified Payment” means any Investment (including a Permitted Acquisition), Incurrence of Indebtedness, Restricted Payment or payment made pursuant to Section 7.08 that, in each case, is subject to the satisfaction of the Payment Conditions.

“Specified Restructuring” means any restructuring or other strategic initiative (including cost saving initiative) of Holdings or any of its Restricted Subsidiaries after the Closing Date and not in the ordinary course and described in reasonable detail in a certificate of an Responsible Officer delivered by Holdings to the Administrative Agent.

“Specified Transaction” means, with respect to any period, any Investment, Disposition, Incurrence of Indebtedness, Refinancing, prepayment or repayment of Indebtedness, Restricted Payment, Unrestricted Subsidiary designation or redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, Revolving Commitment Increase, creation of Extended Revolving Credit Commitments or other event that by the terms of the Loan Documents requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect” thereto.

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“Sponsors” means (a) Apax Partners, LLP and each of its Affiliates and any funds, partnerships or other investment vehicles managed or controlled by it or its Affiliates and (b) Index Venture Associates III Limited and each of its Affiliates and any funds, partnerships or other investment vehicles managed or controlled by it or its Affiliates, but not including, however, any operating portfolio companies of any of the entities described in clause (a) or (b).

“Subordinated Debt” means Indebtedness for borrowed money Incurred by a Loan Party that is subordinated in right of payment to the prior payment of the Obligations of such Loan Party under the Loan Documents.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

“Subsidiary Guarantor” means, collectively, the Subsidiaries of Holdings that are Guarantors.

“Successor Holdings” has the meaning specified in Section 7.04(a).

“Supermajority Lenders” means, at any time, Lenders having Revolving Credit Exposures and unused Revolving Credit Commitments representing more than 66.7% of the sum of the aggregate Revolving Credit Exposure and unused Revolving Credit Commitments at such time.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

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“Swap Obligations” has the meaning assigned to such term in the definition of “Excluded Swap Obligation”.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark to market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the swing line credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Lender” means JPMCB, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit C-2.

“Swing Line Obligation” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding. The Swing Line Obligation of any Lender shall be its Pro Rata Share of the total Swing Line Obligation at such time, adjusted to give effect to any reallocation under Section 2.16 of the Swing Line Obligation of Defaulting Lenders in effect at such time.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $20,000,000 and (b) the aggregate principal amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Taxes” means all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings (including backup withholding) or similar charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto.

“Test Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of Holdings ending on or prior to such date for which Section 6.01 Financials have been delivered; provided that, prior to the first date the Section 6.01 Financials have been delivered, the Test Period in effect shall be the period of four consecutive fiscal quarters of Holdings ended June 30, 2013. A Test Period may be designated by reference to the last day thereof (i.e. the June 30, 2013 Test Period refers to the period of four consecutive fiscal quarters of Holdings ended June 30, 2013), and a Test Period shall be deemed to end on the last day thereof.

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“Threshold Amount” means $15,000,000.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Total Senior Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt that is secured by a Lien on any assets or property of Holdings or any Restricted Subsidiary (or any payment obligation in respect of which is supported by any letter of credit, letter or guaranty or similar instrument in respect of which Holdings or any Restricted Subsidiary is an account party and which is secured by a Lien on any assets or property of Holdings or any Restricted Subsidiary), as of the last day of the Test Period most recently ended on or prior to the date of determination to (b) Consolidated EBITDA for such Test Period.

“Transaction Expenses” means any fees or expenses incurred or paid by Holdings, the Borrowers, any other Restricted Subsidiary or any of their Affiliates in connection with this Agreement and the other Loan Documents.

“Transactions” means, collectively, (a) the negotiation, execution, delivery and performance of this Agreement and each of the other Loan Documents, (b) the borrowing of any Loans, the use of proceeds thereof and the issuance of any Letter of Credit, (c) in the case of the Borrowers, the granting of the Liens under the Collateral Documents and (d) the payment of the fees and expenses incurred in connection with any of the foregoing (including the Transaction Expenses).

“Type” means, as to any Loan, its nature as a Base Rate Loan, a Eurocurrency Rate Loan or an Overnight LIBO Rate Loan.

“U.K. Concentration Deposit Account” means (a) the U.K. USD Concentration Deposit Account or (b) the U.K. Euro Concentration Deposit Account.

“U.K. Euro Concentration Deposit Account” means (a) Deposit Account #49455822 held in the name of the Maltese Borrower at Barclays Bank PLC or (b) any other Deposit Account agreed by the Maltese Borrower and the Administrative Agent to be a “U.K. Euro Concentration Deposit Account” for purposes hereof.

“U.K. USD Concentration Deposit Account” means (a) Deposit Account #49455833 held in the name of the Maltese Borrower at Barclays Bank PLC or (b) any other Deposit Account agreed by the Maltese Borrower and the Administrative Agent to be a “U.K. USD Concentration Deposit Account” for purposes hereof.

“Unaudited Financial Statements” means the unaudited consolidated statements of financial position of Holdings and the Subsidiaries and the related unaudited consolidated statements of operations, comprehensive income, changes in equity and cash flows of Holdings and the Subsidiaries, for the six-month period ended June 30, 2013.

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“Unfinanced Capital Expenditures” means, with respect to any Person and for any period, Capital Expenditures made by such Person during such period that are not Financed Capital Expenditures.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“Unrestricted Subsidiary” means (a) any Subsidiary of Holdings designated by the Board of Directors of Holdings as an Unrestricted Subsidiary pursuant to the procedures set forth below subsequent to the Closing Date and (b) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of Holdings may at any time after the Closing Date designate any Restricted Subsidiary (other than (a) any Borrower, (b) any Restricted Subsidiary that is a Guarantor on the Closing Date or becomes a Guarantor after the Closing Date pursuant to Section 6.12(b) and (c) any Restricted Subsidiary that, directly or indirectly, owns any Equity Interests in any Borrower or any such Guarantor) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case by written notice to the Administrative Agent; provided (i) in the case of a designation of any Restricted Subsidiary as an Unrestricted Subsidiary, such designation shall be deemed to also apply to each Subsidiary of such Unrestricted Subsidiary, (ii) no Unrestricted Subsidiary may be designated as a Restricted Subsidiary unless each Subsidiary that, directly or indirectly, owns any Equity Interests in such Unrestricted Subsidiary is, or concurrently therewith is designated as, a Restricted Subsidiary and (iii) no Event of Default is then continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by Holdings and its Restricted Subsidiaries therein at the date of designation in an amount equal to the aggregate Fair Market Value of the assets of such Unrestricted Subsidiary and Holdings’ and its Restricted Subsidiaries’ other investments in such Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the Incurrence at the time of designation of all Indebtedness of, and all Liens on the assets of, such Subsidiary existing at such time.

“Unused Commitment Fee” has the meaning specified in Section 2.09(a).

“U.S. Dollar” and “$” mean lawful money of the United States.

“USA PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.

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“VAT” means (a) any value added tax imposed in any member state of the European Union pursuant to EC Council Directive 2006/112 on the common system of value added tax, (b) any national legislation implementing such Directive or any predecessor to it or supplemental to such Directive, (c) any other sales or turnover tax of a similar nature imposed in any country, irrespective of whether or not such country is a member state of the European Union and (d) any tax of a similar nature that may be substituted for, or levied in addition to, such tax, in each case together with all penalties or interest thereon.

“Voting Stock” means, with respect to any Person, shares of such Person’s Equity Interests having the right to vote for the election of members of the Board of Directors of such Person under ordinary circumstances.

“Weekly Enhanced Reporting Period” means (a) each period beginning on the date that Excess Availability shall have been less than the greater of (x) $10,000,000 and (y) 10.0% of the Aggregate Revolving Credit Commitments, in either case, for five consecutive Business Days, and ending on the date that Excess Availability shall have equaled at least the greater of (x) $10,000,000 and (y) 10.0% of the Aggregate Revolving Credit Commitments, in each case, for 30 consecutive calendar days or (b) upon the occurrence of a Specified Event of Default, the period that such Specified Event of Default shall be continuing.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal amount of such Indebtedness.

“Wholly Owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

“Withholding Agent” means any Loan Party and the Administrative Agent.

Section 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

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(ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(iii) The term “including” is by way of example and not limitation.

(iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(v) The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.03 Accounting Terms.

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared and reported in U.S. Dollars and in conformity with (and based on the currency exchange rates required to be used therefor under or, if not so required, based on the currency exchange rates most recently used in preparing Holdings’ consolidated financial statements in accordance with), IFRS, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein (it being understood and agreed that any such accounting term phrased in a manner customary under U.S. generally accepted accounting principles shall be interpreted to refer to the equivalent accounting concept under IFRS and, if there is no such equivalent accounting concept, shall be interpreted in a manner that best approximates the effect that such term would have if it were construed in accordance with U.S. generally accepted accounting principles as in effect on the date hereof).

(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement with respect to any period during which any Specified Transaction or Specified Restructuring occurs, the Fixed Charge Coverage Ratio, the Interest Coverage Ratio and the Total Senior Secured Leverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

(c) Where reference is made to “Holdings and its Restricted Subsidiaries on a consolidated basis” or similar language, such consolidation shall not include any Subsidiaries of Holdings other than Restricted Subsidiaries.

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(d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under IFRS to value any Indebtedness of Holdings or any Subsidiary at “fair value” or any other accounting principle that results in the amount of such Indebtedness (other than zero coupon Indebtedness) as reflected on a balance sheet of such Person to be below the stated principal amount of such Indebtedness.

Section 1.04 Rounding. Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).

Section 1.05 References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by the Loan Documents; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

Section 1.06 [Reserved].

Section 1.07 Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

Section 1.08 Currency Equivalents Generally.

(a) The German Borrowing Base and the Maltese Borrowing Base, and the components thereof, shall be reported in U.S. Dollars based, in the case of any amounts payable or remitted other than in U.S. Dollars, on current exchange rates, as reasonably determined by the Borrowers. Subject to Section 1.03(a), for any other purpose under this Agreement requiring the use of a current exchange rate, including for purposes of any determination under Article VI, Article VII or Article VIII, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than U.S. Dollars shall be translated into U.S. Dollars at currency exchange rates in effect on the date of such determination; provided, however, that (i) for purposes of determining compliance with Article VII with respect to the amount of any Indebtedness, Investment, Disposition, Restricted Payment or payment under Section 7.08 in a currency other than U.S. Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is Incurred or Disposition, Restricted Payment or payment under Section 7.08 is made, (ii) for purposes of

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determining compliance with any U.S. Dollar-denominated restriction on the incurrence of Indebtedness, if such Indebtedness is Incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable U.S. Dollar- denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinanced Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses incurred, in connection with such Refinancing and (iii) for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be Incurred or Disposition, Restricted Payment or payment under Section 7.08 may be made at any time under such Sections.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with Holdings’ and the Borrower Agent’s consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

ARTICLE II

THE COMMITMENTS AND BORROWINGS

Section 2.01 Revolving Credit Borrowing; Protective Advances.

(a) On the terms and subject to the conditions contained in this Agreement, each Revolving Credit Lender severally agrees to make loans in U.S. Dollars (each, a “Revolving Credit Loan”) to any Borrower from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment, (ii) the German Revolving Credit Exposure of all Revolving Credit Lenders exceeding the German Borrowing Base, (iii) the Maltese Revolving Credit Exposure of all Revolving Credit Lenders exceeding the Maltese Borrowing Base or (iv) the Aggregate Revolving Credit Exposure of all Revolving Credit Lenders exceeding the Maximum Credit. Within the limits of the Revolving Credit Commitment of each Revolving Credit Lender, amounts of Revolving Credit Loans repaid may be reborrowed under this Section 2.01.

(b) (i) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.02), the Administrative Agent is authorized by each Borrower and the Lenders, at any time and from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to any Borrower, on behalf of all Revolving Credit Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate German Revolving Credit Exposure to exceed the German Borrowing Base or the

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aggregate Maltese Revolving Credit Exposure to exceed the Maltese Borrowing Base, but only to the extent permitted by clause (d) of the definition of “Protective Advances”; provided that, after giving effect to such Protective Advance, the aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Credit Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. Protective Advances made to the German Borrower shall be Base Rate Loans and shall bear interest at the rate applicable from time to time to Revolving Credit Loans that are Base Rate Loans. Protective Advances made to the Maltese Borrower shall be Overnight LIBO Rate Loans and shall bear interest at a rate based on the Overnight LIBO Rate. At any time that the conditions precedent set forth in Section 4.02 have been satisfied or waived, the Administrative Agent may request the Lenders to make Revolving Credit Loans to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to acquire participations described in Section 2.01(c).

(ii) The Administrative Agent may by notice given not later than (i) in the case of any Protective Advance made to the German Borrower, 10:00 a.m., New York City time, and (ii) in the case of any Protective Advance made to the Maltese Borrower, 10:00 a.m., London time, on any Business Day require the Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the Protective Advances outstanding. Such notice shall specify the aggregate amount of Protective Advances in which the Revolving Credit Lenders will be required to participate and each Revolving Credit Lender’s Pro Rata Share of such Protective Advances. Each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay, upon receipt of notice as provided above, to the Administrative Agent such Revolving Credit Lender’s Pro Rata Share of such Protective Advances. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Protective Advances pursuant to this Section 2.01(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including nonsatisfaction of any of the conditions precedent set forth in Section 4.02, the occurrence and continuance of a Default or any reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender shall comply with its obligation under this Section 2.01(c) by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(b) with respect to Revolving Credit Loans made by such Revolving Credit Lender (and Section 2.02(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders pursuant to this Section 2.01(c)). Any amounts received by the Administrative Agent from any Borrower (or other Person on behalf of any Borrower) in respect of a Protective Advance after receipt by the Administrative Agent of the proceeds of a sale of participations therein shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made their payments pursuant to this Section 2.01(c) to the extent of their interests therein; provided that any such

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payment so remitted shall be repaid to the Administrative Agent if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Protective Advance pursuant to this Section 2.01(c) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to repay such Protective Advance.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Administrative Agent any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.01(b), the Administrative Agent shall be entitled to recover from such Lender, on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this clause (iii) shall be conclusive absent demonstrable error.

(c) Except as set forth in clause (b) above with respect to Protective Advances and in Section 2.04 with respect to Swing Line Loans, (i) each Borrowing made by the German Borrower shall be comprised entirely of Base Rate Loans or Eurocurrency Rate Loans as such Borrower may request in accordance herewith and (ii) each Borrowing made by Maltese Borrower shall be comprised entirely of Eurocurrency Rate Loans.

Section 2.02 Borrowings, Conversions and Continuations of Loans.

(a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon notice by the applicable Borrower (which shall be revocable for a Borrowing, subject to Section 3.05) to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than (A) in the case of a Borrowing, conversion or continuation by the German Borrower, 9:00 a.m., New York City time, (x) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans and (y) the requested date of any Borrowing of Base Rate Loans or any conversion of Eurocurrency Rate Loans to Base Rate Loans and (B) in the case of a Borrowing or continuation made by the Maltese Borrower, 12:00 noon, London time, three Business Days prior to the requested date of any Borrowing or continuation of any Eurocurrency Rate Loans. Each telephonic notice by any Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) the applicable Borrower making such request, (ii) whether the applicable Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other (specifying the Type thereof) or a continuation of Eurocurrency Rate Loans, (iii) the requested date of the

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Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iv) the principal amount of Loans to be borrowed, converted or continued and the Class thereof, (v) the Type of Loans to be borrowed or to which existing Loans are to be converted and (vi) if applicable, the duration of the Interest Period with respect thereto. If any Borrower fails to specify a Type of Loan to be borrowed in a Committed Loan Notice, then the applicable Loans shall be made as Eurocurrency Rate Loans with an Interest Period of one month. If any Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as the same Type of Loan, and if applicable, with the same Interest Period, as such Loans. If any Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. For the avoidance of doubt, the Borrowers and the Lenders acknowledge and agree that any conversion or continuation of an existing Loan shall be deemed to be a continuation of that Loan with a converted interest rate methodology and not a new Loan. This Section 2.02 shall not apply to Protective Advances or Swing Ling Loans, which shall be made in accordance with Section 2.01(b) or 2.04, as applicable, and may not be converted.

(b) Following receipt of a written Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the applicable Class of the amount of its Pro Rata Share of the applicable Borrowing, and if no timely notice of a conversion or continuation is provided by any Borrower, the Administrative Agent shall notify each Lender of the applicable Class of the details of such Loans as described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make (or cause its Applicable Lending Office to make) the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than (x) in the case of a Borrowing by the German Borrower, 11:00 a.m., New York City time, and (y) in the case of the Maltese Borrower, 12:00 noon, London time, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 to the extent applicable, the Administrative Agent shall make all funds so received by it available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by the applicable Borrower.

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan, unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate Loans, in which case (i) all Eurocurrency Rate Loans of the Maltese Borrower shall be repaid at the end of the Interest Period applicable thereto and (ii) unless repaid, all Eurocurrency Rate Loans of the German Borrower shall be converted to Base Rate Loans at the end of the Interest Period applicable thereto.

(d) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error.

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(e) Anything in subsections (a) to (d) above to the contrary notwithstanding, after giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than 10 Interest Periods in effect for Borrowings (which number of Interest Periods may be increased by agreement between the Borrowers and the Administrative Agent in connection with any Incremental Revolving Credit Facility or Extended Revolving Credit Facility).

(f) Notwithstanding anything to the contrary contained herein, no Eurocurrency Rate Loan made to the Maltese Borrower may be converted into a Base Rate Loan.

Section 2.03 Letters of Credit.

(a) The Letter of Credit Commitments.

(i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Final Issuance Date, to issue Letters of Credit denominated in U.S. Dollars and in form reasonably acceptable to such L/C Issuer for the account of any Borrower (provided that any Letter of Credit may be for the benefit of any Restricted Subsidiary of Holdings) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit if after giving effect to such L/C Credit Extension, (v) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (w) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (x) the German Revolving Credit Exposure of all Revolving Credit Lenders would exceed the German Borrowing Base, (y) the Maltese Revolving Credit Exposure of all Revolving Credit Lenders would exceed the Maltese Borrowing Base or (z) the aggregate Revolving Credit Exposure of all Revolving Credit Lenders would exceed the Maximum Credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or

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any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, direct or request that such L/C Issuer refrain from the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);

(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance or last renewal, unless (i) the Required Lenders and (ii) the relevant L/C Issuer have approved such expiry date;

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Final Issuance Date, (i) unless all the Revolving Credit Lenders and the relevant L/C Issuer have approved such expiry date or (ii) such Letter of Credit will be Cash Collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant L/C Issuer;

(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;

(E) the Letter of Credit is to be denominated in a currency other than U.S. Dollars; or

(F) the Letter of Credit is in an initial stated amount less than $50,000.

(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto Renewal Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the applicable Borrower by delivery to an L/C Issuer (with a copy to the Administrative Agent) of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than (x) in the case of any Letter of Credit for the account of the German Borrower, 9:00 a.m., New York City time, at least two Business Days and (y) in the case of any Letter of Credit for the account of the Maltese Borrower, 12:00 noon, London time, at least three Business Days, prior to the

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proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the Borrower for whose account such Letter of Credit is to be issued; (C) the amount thereof; (D) the expiry date thereof; (E) the name and address of the beneficiary thereof; (F) the documents to be presented by such beneficiary in case of any drawing thereunder; (G) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (H) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.

(ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof), each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Pro Rata Share times the amount of such Letter of Credit, and in consideration of the foregoing, irrevocably and unconditionally agrees to fund such participation in accordance with this Section 2.03.

(iii) If the applicable Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-renewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrowers shall not be required to make a specific request to the relevant L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Credit Lenders

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shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Final Issuance Date; provided that the relevant L/C Issuer shall not permit any such renewal if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone, followed promptly in writing, or in writing) on or before the day that is five Business Days before the Non-renewal Notice Date from the Administrative Agent or Required Lenders, as applicable, or the Borrowers that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof and whether such L/C Issuer has made or will make a payment thereunder. On the Business Day immediately following the Business Day on which the applicable Borrower shall have received notice of any payment by an L/C Issuer under a Letter of Credit (or, if the applicable Borrower shall have received such notice later than 9:00 a.m., New York City time (or, in the case of the Maltese Borrower, 9:00 a.m., London time), on any Business Day, on the second succeeding Business Day) (the date of such payment by the L/C Issuer, an “Honor Date”; and the date on which the applicable Borrower is required to so reimburse, the “Reimbursement Date”), the applicable Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such L/C Issuer by such time, such L/C Issuer shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, (A) in the case of a Letter of Credit issued for the account of the German Borrower, such Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the date referred to in Section 2.03(c)(ii) in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the limitation contained in the proviso in Section 2.01(a) and subject to the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice) and (B) in the case of a Letter of Credit issued for the account of the Maltese Borrower, such Borrower shall be deemed to have incurred an L/C Borrowing pursuant to Section 2.03(c)(iii). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

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(ii) Each Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon receipt of any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount in respect of a Letter of Credit not later than (A) in the case of an Unreimbursed Amount in respect of the German Borrower, 9:00 a.m., New York City time (or, in the case of an Unreimbursed Amount in respect of the Maltese Borrower, 9:00 a.m. London time), on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the German Borrower in such amount and (B) in the case of an Unreimbursed Amount in respect of the Maltese Borrower, an L/C Advance in such amount pursuant to Section 2.03(c)(iii). The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not reimbursed or refinanced on the Honor Date, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount, which L/C Borrowing shall be due and payable as provided in Section 2.03(c)(i) and, after the Reimbursement Date, on demand (together with interest) and shall bear interest, from and including the Honor Date and to and including the Reimbursement Date, (A) in the case of an L/C Borrowing of the German Borrower, at the rate then applicable to Revolving Credit Loans that are Base Rate Loans and (B) in the case of an L/C Borrowing of the Maltese Borrower, at the Overnight LIBO Rate plus the Applicable Rate applicable to Overnight LIBO Rate Loans, and in each case, after the Reimbursement Date, at the Default Rate. In the event the Unreimbursed Amount in respect of a Letter of Credit is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (A) any setoff,

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counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, either of the Borrowers, Holdings or any other Subsidiary of Holdings or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; (C) any amendment, renewal or extension of any Letter of Credit; (D) any reduction or termination of the Revolving Credit Commitments; (E) any force majeure or other event that under any rule of Law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Revolving Credit Commitments; or (F) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrowers of a Committed Loan Notice). Without limiting the foregoing, each Revolving Credit Lender acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable L/C Issuer shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrowers deemed made pursuant to Section 4.02. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent demonstrable error.

(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from a Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Credit Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

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(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. The obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(d) Obligations Absolute. The obligation of the Borrowers to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto (including any Loan Document);

(ii) the existence of any claim, counterclaim, setoff, defense or other right that any Borrower, Holdings, or any other Subsidiary of Holdings may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

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(v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from any Guarantee or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit;

(vi) any force majeure or other event that under any rule of Law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the stated expiration date thereof or of the Revolving Credit Commitments; or

(vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other Subsidiary of Holdings;

provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrowers to the extent of any direct damages (as opposed to special, punitive, consequential or exemplary damages) suffered by the Borrowers that, as determined by a court of competent jurisdiction in a final and non-appealable judgment, are caused by such L/C Issuer’s gross negligence, willful misconduct or bad faith when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

(e) Role of L/C Issuers. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Related Person of any L/C Issuer or any of the correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence, willful misconduct or bad faith; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. Each of the Borrowers hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers pursuing such rights and remedies as they may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Related Person of any L/C Issuer or any of the correspondents, participants or assignees of any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (iii) of this Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, any Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to a Borrower, to the extent, but only to the extent, of any direct, as opposed to special, punitive consequential or exemplary, damages suffered by such Borrower caused, as determined by a court of competent jurisdiction in a final and non-appealable judgment, by such L/C Issuer’s gross negligence, willful misconduct or bad faith or such L/C Issuer’s willful or grossly negligent failure to pay

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under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(f) Cash Collateral. (i) If any Event of Default occurs and is continuing and the Administrative Agent or the Required Lenders, as applicable, require the Borrowers to Cash Collateralize the L/C Obligations pursuant to Section 8.02(iii) or (ii) an Event of Default set forth under Section 8.01(f) or 8.01(g) occurs and is continuing, then the Borrowers shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 101% of such Outstanding Amount determined as of the date of such Event of Default), and shall do so not later than 12:00 noon, New York City time (or, in the case of any L/C Obligations for the account of the Maltese Borrower, 12:00 noon, London time) on (x) in the case of the immediately preceding clause (i), (1) the Business Day that the Borrower Agent receives notice thereof, if such notice is received on such day prior to 10:00 a.m., New York City time (or, in the case of any L/C Obligations for the account of the Maltese Borrower, 10:00 a.m., London time), or (2) if clause (1) above does not apply, the Business Day immediately following the day that the Borrower Agent receives such notice and (y) in the case of the immediately preceding clause (ii), the Business Day on which an Event of Default set forth under Section 8.01(f) or 8.01(g) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day, in either case, by 10:00 a.m., New York City time (or, in the case of any L/C Obligations for the account of the Maltese Borrower, 10:00 a.m., London time) on such day. The Borrowers also shall deposit Cash Collateral in accordance with this Section 2.03(f) as and to the extent required by Sections 2.05(b) and 2.16. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such term have corresponding meanings. The Borrowers hereby grant to the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts at the Administrative Agent and may be invested in readily available Cash Equivalents at its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the L/C Issuers and the Revolving Credit Lenders) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Collateral Agent as aforesaid, an amount equal to the excess of (i) such aggregate Outstanding Amount over (ii) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and

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claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no other Event of Default has occurred and is continuing (or if such Cash Collateral was not granted after an Event of Default, no Event Default has occurred and is continuing), the excess shall be refunded to the Borrowers. If such Cash Collateral was granted after an Event of Default, then if such Event of Default is cured or waived and no Event of Default is then occurring and continuing, the amount of any Cash Collateral and accrued interest thereon shall be refunded to the Borrowers. If such Cash Collateral was not granted after an Event of Default, then the amount of any Cash Collateral and accrued interest thereon shall be refunded to the Borrowers upon the circumstances requiring Cash Collateralization ceasing to exist.

(g) Letter of Credit Fees. The Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the product of (i) Applicable Rate for Eurocurrency Rate Loan and (ii) the daily maximum amount then available to be drawn under such Letter of Credit. Such letter of credit fees shall be computed on a quarterly basis in arrears. Such letter of credit fees shall be due and payable on the last Business Day of each of March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Final Issuance Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(h) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrowers shall pay directly to each L/C Issuer for its own account a fronting fee (a “Fronting Fee”) with respect to each Letter of Credit issued by it equal to 0.125% per annum (or such other percentage as may be separately agreed to between the applicable L/C Issuer and the Borrower Agent) of the daily maximum amount then available to be drawn under such Letter of Credit. Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable on the last Business Day of each of March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Final Issuance Date and thereafter on demand. In addition, the Borrowers shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten Business Days of demand and are nonrefundable.

(i) Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in any Letter of Credit Application, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(j) Addition of an L/C Issuer. A Revolving Credit Lender (or any of its Subsidiaries or Affiliates) may become an additional L/C Issuer hereunder pursuant to a

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written agreement among the Borrower Agent and such Revolving Credit Lender (or such Subsidiary or Affiliate) and delivery of such written agreement to, and acknowledgement thereof by, the Administrative Agent. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.

Section 2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans denominated in U.S. Dollars (each such loan, a “Swing Line Loan”) to the German Borrower from time to time on any Business Day (other than the Closing Date) until the Business Day prior to the Revolving Credit Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided that after giving effect to any Swing Line Loan, (w) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (x) the German Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the German Borrowing Base and (y) the aggregate Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the Maximum Credit; provided further that the German Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the German Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan and shall bear interest at the rate applicable from time to time to Revolving Credit Loans that are Base Rate Loans.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the German Borrower’s irrevocable notice to the Swing Line Lender, which may be given by telephone. Each such notice must be received by the Swing Line Lender not later than 12:00 noon, New York City time, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 (and any amount in excess thereof shall be an integral multiple of $25,000), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the German Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will, provided that all applicable conditions in Section 4.02 are satisfied, on the borrowing date specified in such Swing Line Loan Notice make the amount of its Swing Line Loan available to the German Borrower.

(c) Refinancing of Swing Line Loans.

(i) The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice shall specify

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the aggregate amount of the Swing Line Loans in which the Revolving Credit Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Lender’s Pro Rata Share of such Swing Line Loan or Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay, upon receipt of notice as provided above, to the Administrative Agent, for the account of the Swing Line Lender, such Lender’s Pro Rata Share of such Swing Line Loan or Loans. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this Section 2.04(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Without limiting the foregoing, each Revolving Credit Lender acknowledges and agrees that in making any Swing Line Loan, the Swing Line Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrowers deemed made pursuant to Section 4.02. Each Revolving Credit Lender shall comply with its obligation under this Section 2.04(c) by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(b) with respect to Revolving Credit Loans made by such Revolving Credit Lender (and Section 2.02(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders pursuant to this Section 2.04(c)), and the Administrative Agent shall promptly remit to the Swing Line Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the German Borrower of any participations in any Swing Line Loan acquired pursuant to this Section 2.04(c), and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the German Borrower (or other Person on behalf of the German Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made their payments pursuant to this Section 2.04(c) and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the German Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this Section 2.04(c) shall not constitute a Loan and shall not relieve the German Borrower of its obligation to repay such Swing Line Loan.

(ii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is

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immediately available to the Swing Line Lender at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent demonstrable error.

(d) Until each Revolving Credit Lender funds its risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(e) Payments Directly to Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the German Borrower for interest on the Swing Line Loans. Except as otherwise provided in Section 2.04(c), the German Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

Section 2.05 Prepayments.

(a) Optional Prepayments.

(i) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans made to it in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than (x) in the case of the German Borrower, 10:00 a.m., New York City time, (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans and (y) in the case of the Maltese Borrower, 12:00 noon, London time, three Business Days prior to any date of prepayment; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (3) any prepayment of Base Rate Loans or Overnight LIBO Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in the case of each of clauses (2) and (3), the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon and any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. At the applicable Borrower’s election in connection with any prepayment pursuant to this Section 2.05(a), such prepayment shall not be applied to any Loan of a Defaulting Lender but instead applied in accordance with Section 2.16(c). This Section 2.05(a)(i) shall not apply to Protective Advances or Swing Line Loans.

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(ii) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay Protective Advances in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 10:00 a.m., New York City time (or, in the case of a Protective Advance made to the Maltese Borrower, 12:00 noon, London time) on the date of the prepayment and (2) any such prepayment of Protective Advances shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, or the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment.

(iii) The German Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by such Swing Line Lender and the Administrative Agent not later than 10:00 a.m., New York City time, on the date of the prepayment and (2) any such prepayment of Swing Line Loans shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, or the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment.

(b) Mandatory Prepayments.

(i) If at any time, (i) the aggregate German Revolving Credit Exposure of all Revolving Credit Lenders (excluding the L/C Obligations under any Letters of Credit issued for the account of the German Borrower to the extent such L/C Obligations are Cash Collateralized in accordance with this Agreement or backstopped to the reasonable satisfaction of the Administrative Agent) exceeds the German Borrowing Base, (ii) the aggregate Maltese Revolving Credit Exposure of all Revolving Credit Lenders (excluding the L/C Obligations under any Letters of Credit issued for the account of the Maltese Borrower to the extent such L/C Obligations are Cash Collateralized in accordance with this Agreement or backstopped to the reasonable satisfaction of the Administrative Agent) exceeds the Maltese Borrowing Base or (iii) the aggregate Revolving Credit Exposure of all the Revolving Credit Lenders exceeds the Maximum Credit, then the applicable Borrower or the Borrowers shall within one Business Day, upon notification by the Administrative Agent, prepay the Swing Line Loans, first, and the other Loans, second, and then Cash Collateralize, in the amount required by Section 2.03(f), the Letters of Credit then outstanding, in each case in the amount and in the manner required to eliminate such excess; provided that nothing in this clause (b)(i) shall reduce the Revolving Credit Commitments.

(ii) Subject to Section 3.05, all such payments in respect of the Loans pursuant to this Section 2.05 shall be without premium or penalty. All interest accrued on the principal amount of the Loans paid pursuant to this Section 2.05 shall be paid, or may be charged by the Administrative Agent to any loan account(s) of the Borrowers, at the Administrative Agent’s option, on the date of such payment.

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(iii) At all times after the occurrence and during the continuance of a Cash Dominion Period and notification thereof by the Administrative Agent to the Borrowers, on each Business Day, the Administrative Agent shall apply all same day funds credited to the Concentration Account to one or more accounts maintained by the Administrative Agent; provided that all amounts received in any such account shall be applied (and allocated) by the Administrative Agent, on each Business Day, in accordance with Section 8.04; provided, further, that any amounts in the Concentration Account transferred thereto from the Specified German Collection Deposit Account, the JPM German Collection Deposit Account or the U.K. Euro Concentration Deposit Account shall be applied (and allocated) by the Administrative Agent first to amounts set forth in clauses “Second”, “Third”, “Fifth”, “Sixth”, “Seventh” and “Eighth” (other than clause (iii) thereof) of Section 8.04 that constitute Obligations (other than pursuant to its Guarantee) of the German Borrower and thereafter, to the extent of the remaining amounts thereof, in accordance with Section 8.04. Notwithstanding anything to the contrary in this clause (iii), unless any amounts referred to in the preceding sentence are required to be applied in accordance with Section 8.04 pursuant to the terms thereof, no such amounts shall be applied to clauses “First”, “Fourth”, clause (iii) of “Eighth” or “Ninth” through “Last” thereof.

(c) Interest, Funding Losses, Etc. All prepayments under this Section 2.05 shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a Eurocurrency Rate Loan, on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan, pursuant to Section 3.05.

Section 2.06 Termination or Reduction of Commitments.

(a) Optional. The Borrower Agent may, upon written notice to the Administrative Agent, terminate the Commitments of any Class, or from time to time permanently reduce the Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent two Business Days prior to the effective date of termination or reduction specified in such written notice, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof, (iii) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the remaining Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess and (iv) the Borrower Agent shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of Loans in accordance with Section 2.05, the aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower Agent. It is understood and agreed that the Borrower Agent may allocate any termination or reduction of Commitments among Classes of Commitments at its direction. Notwithstanding the foregoing, the Borrower Agent may rescind or postpone, by written notice to the Administrative Agent, any notice of termination of the Commitments of any Class if such notice was conditioned on a refinancing of all of the Commitments of such Class and such refinancing shall not have been consummated or otherwise shall have been delayed.

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(b) Mandatory. Unless previously terminated, the Revolving Credit Commitments shall automatically terminate on the Maturity Date with respect to the Revolving Credit Facility, and the Extended Revolving Credit Commitments of any Class shall automatically terminate on the Maturity Date with respect to the applicable Extended Revolving Credit Facility.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit, the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07).

Section 2.07 Repayment of Loans.

(a) Revolving Credit Loans. Each Borrower shall repay to the Administrative Agent, for the ratable account of the Revolving Credit Lenders, on the Maturity Date with respect to the Revolving Credit Facility the aggregate principal amount of all of its Revolving Credit Loans outstanding on such date.

(b) Protective Advances. Each Borrower shall repay its Protective Advances on the earliest to occur of (i) the date on which payment thereof shall be demanded by the Administrative Agent, (ii) the 90th Business Day after the date of the making thereof and (ii) the Maturity Date with respect to the Revolving Credit Facility.

(c) Swing Line Loans. The German Borrower shall repay its Swing Line Loans on the earlier to occur of (i) the date five Business Days after such Loan is made and (ii) the Maturity Date with respect to the Revolving Credit Facility.

Section 2.08 Interest.

(a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate for Eurocurrency Rate Loans then in effect for Eurocurrency Rate Loans; (ii) each Base Rate Loan (including each Protective Advance made to the German Borrower and each Swing Line Loan) shall bear interest on the outstanding principal amount thereof from the applicable borrowing or conversion date at a rate per annum equal to the Base Rate plus the Applicable Rate then in effect for Base Rate Loans; and (iii) each Overnight LIBO Rate Loan (including each Protective Advance made to the Maltese Borrower) shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Overnight LIBO Rate plus the Applicable Rate then in effect for Overnight LIBO Rate Loans.

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(b) The Borrowers shall pay interest on past due amounts hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Section 2.09 Fees.

(a) The Borrowers agree to pay in same day funds in U.S. Dollars to the Administrative Agent, for the account of each Revolving Credit Lender, a commitment fee (the “Unused Commitment Fee”) on the average daily amount by which the Revolving Credit Commitment of such Lender exceeds such Lender’s Pro Rata Share of the sum of (i) the aggregate outstanding principal amount of Revolving Credit Loans and (ii) the aggregate maximum amount then available to be drawn under all outstanding Letters of Credit from the Closing Date through the Revolving Credit Termination Date at the Applicable Unused Commitment Fee Rate, payable in arrears (x) on the last Business Day of each March, June, September and December, commencing with the first such day to occur following the Closing Date, and (y) on the Revolving Credit Termination Date.

(b) The Borrowers agree to pay in same day funds in U.S. Dollars to the Administrative Agent, for the account of each Revolving Credit Lender, an upfront fee in an amount equal to 0.75% of the aggregate amount of such Lender’s Revolving Credit Commitment on the Closing Date, which upfront fees will be earned and payable in full on the Closing Date and, once paid, shall not be refundable for any reason whatsoever.

(c) The Borrowers shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrowers and the applicable Agent).

Section 2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined based on the Administrative Agent’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as applicable, and the actual number of days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed. Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid; provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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Section 2.11 Evidence of Indebtedness. The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as non-fiduciary agent for the Borrowers, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrowers and the interest and other payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of demonstrable error. Upon the request of any Lender to the Borrowers made through the Administrative Agent, each Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans to such Borrower in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), Class, amount and maturity of its Loans and payments with respect thereto.

Section 2.12 Payments Generally.

(a) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office and in immediately available funds not later than 1:00 p.m., New York City time (or, in the case of payments to be made by the Maltese Borrower, 2:00 p.m., London time) on the date specified herein or such later time as the Administrative Agent may otherwise determine in its reasonable discretion. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office. Unless otherwise agreed by the Administrative Agent, all payments received by the Administrative Agent after 1:00 p.m., New York City time (or, in the case of payments to be made by the Maltese Borrower, 2:00 p.m., London time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. All payments by the Borrowers and the other Loan Parties under each Loan Document shall be made in U.S. Dollars.

(b) If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

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(c) Unless any Lender or any Borrower has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that such Lender or such Borrower, as the case may be, will not make such payment, the Administrative Agent may assume that such Lender or such Borrower, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

(i) if any Borrower failed to make such payment, each of the applicable Lenders or L/C Issuers, as the case may be, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or L/C Issuer in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender or L/C Issuer to the date such amount is repaid to the Administrative Agent in immediately available funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation; and

(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to any Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the applicable Borrower, and the applicable Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the interest rate applicable to such Loan; provided that nothing herein shall excuse any Lender from its obligation to fulfill its Commitment or prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender, L/C Issuer or any Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent demonstrable error.

(d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the applicable Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

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(e) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit, Protective Advances and Swing Line Loans and the obligations of the Lenders to make payments pursuant to Section 9.07 are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 9.07 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase and fund its participation or to make its payment under Section 9.07.

(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (i) the Outstanding Amount of all Loans outstanding at such time and (ii) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

(h) Without limiting the Guarantee of either Borrower under the Master Guarantee Agreement, each Borrower agrees that it is severally liable for the payment of, and payment may be requested from either Borrower in respect of, (i) all fees owed by the Borrowers under this Agreement, (ii) all amounts owed by the Borrowers under Article III, (iii) all amounts owed by the Borrowers in respect of reimbursement of expenses under Section 10.04, (iv) all amounts owed by the Borrowers in respect of indemnification obligations under Section 10.05 and (v) any similar fees, charges or other amounts owed by the Borrowers under any other Loan Document.

Section 2.13 Sharing of Payments. If, other than as provided elsewhere in this Agreement, any Lender shall obtain on account of the Loans made by it, or the participation in L/C Obligations, Protective Advances or Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share that it is owed (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact and (b) purchase at par from the other Lenders such participations in the Loans made by them and/or subparticipations in the participations in L/C Obligations, Protective Advances or Swing Line

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Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that (x) if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon, (y) the provisions of this Section 2.13 shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations to any assignee or participant and (z) the provisions of this Section 2.13 shall not be construed to apply to any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any increase in the Applicable Rate (or other pricing term, including any fee, discount or premium) in respect of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of demonstrable error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Section 2.14 Incremental Credit Extensions.

(a) The Borrower Agent may at any time or from time to time after the Closing Date, by written notice delivered to the Administrative Agent, request one or more increases in the amount of Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”); provided that both at the time of any such request and after giving effect to the effectiveness of any Incremental Agreement referred to below, no Event of Default shall exist and at the time that any such Revolving Commitment Increase is made.

(b) Each Revolving Commitment Increase shall (i) be in an aggregate principal amount that is not less than $5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth below), (ii) be in minimum increments of $1,000,000 in excess thereof) and (iii) not, after giving effect to any such Revolving Commitment Increase, cause the aggregate principal amount of Revolving Credit Commitments hereunder to exceed $200,000,000.

(c) The Revolving Commitment Increase shall be treated as the same Class as the Revolving Credit Commitments and shall be considered to be part of the Revolving Credit

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Facility (it being understood that, if required to consummate a Revolving Commitment Increase, the interest rate margins, rate floors and undrawn commitment fees on the Revolving Credit Commitments may be increased and additional upfront or similar fees may be payable to the lenders providing the Revolving Commitment Increase).

(d) Each notice from the Borrower Agent pursuant to this Section 2.14 shall be given in writing and shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increase. Revolving Commitment Increases may be provided, subject to the prior written consent of the Borrower Agent, by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Revolving Commitment Increase) or by any other bank, financial institution, other Person that is an Eligible Assignee (any such other bank, financial institution or other Person being called an “Additional Lender”); provided that the Administrative Agent, the L/C Issuers and the Swing Line Lender shall have consented (such consents not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increase if such consent would be required under Section 10.07(b) for an assignment of Loans or Commitments to such Lender or Additional Lender.

(e) Commitments in respect of Revolving Commitment Increase shall become Revolving Credit Commitments under this Agreement pursuant to an amendment (an “Incremental Agreement”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Lender agreeing to provide such Revolving Commitment Increase, each Additional Lender, if any, and the Administrative Agent. The Incremental Agreement may, subject to Section 2.14(c), without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or advisable in the reasonable opinion of the Borrower Agent and the Administrative Agent to effect the provisions of this Section and shall include a confirmation by the Maltese Borrower and any other Loan Party organized or existing under the laws of Malta that, for purposes of Article 1185 of the Maltese Civil Code, the Liens on the Collateral created by the Loan Documents shall not be impaired by the transactions effected pursuant to the Incremental Amendment and shall be preserved for the benefit of all Lenders and the other Secured Parties. The effectiveness of any Incremental Agreement shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of such conditions as the parties thereto shall agree. The Borrowers will use the proceeds of the loans under any Revolving Commitment Increase for any purpose not prohibited by this Agreement.

(f) (i) The Borrowers shall not be obligated to offer any existing Lender the opportunity to provide any Revolving Commitment Increase.

(ii) Upon each increase in the Revolving Credit Commitments pursuant to this Section, each Lender with a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, an “Incremental Revolving Credit Commitment Increase Lender”) in respect of such increase, and each such Incremental Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit, Protective

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Advance and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Protective Advance and Swing Line Loans held by each Lender with a Revolving Credit Commitment (including each such Incremental Revolving Credit Commitment Increase Lender) will equal the percentage of the Aggregate Revolving Credit Commitments of all Lenders represented by such Lender’s Revolving Credit Commitment. If, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments of such Class), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(g) This Section 2.14 shall supersede any provisions in Section 2.02(b) or 10.01 to the contrary. For the avoidance of doubt, any provisions of this Section 2.14 may be amended with the consent of the Required Lenders; provided no such amendment shall require any Lender to provide any Revolving Commitment Increase without such Lender’s consent.

(h) For purposes of Article 1185 of the Maltese Civil Code, it is expressly agreed that the Liens on the Collateral created under the Loan Documents shall not be impaired by any transaction contemplated by this Section, including the deemed assignments provided for in Section 2.14(f)(ii), and shall be preserved for the benefit of all Lenders and the other Secured Parties, including any Person becoming a Lender pursuant to this Section.

Section 2.15 Extensions of Revolving Credit Loans and Revolving Credit Commitments.

(a) The Borrower Agent may at any time and from time to time request that all or a portion of the Revolving Credit Commitments and/or the Extended Revolving Credit Commitments of any Class (and, in each case, including any previously extended Revolving Credit Commitments) existing at the time of such request (each, an “Existing Revolving Credit Commitment” and any related revolving credit loans under any such facility, “Existing Revolving Credit Loans”; each Existing Revolving Credit Commitment and related Existing Revolving Credit Loans together being referred to as an “Existing Revolving Credit Class”) be converted or exchanged to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Revolving Credit Loans related to such Existing Revolving Credit Commitments (any such Existing Revolving Credit Commitments which have been so extended, “Extended Revolving Credit Commitments” and any related revolving credit loans, “Extended Revolving Credit Loans”) and to provide for other terms consistent with this Section 2.15. Prior to entering into any Extension Agreement with respect to any Extended Revolving Credit Commitments, the Borrower Agent shall provide written notice to the Administrative Agent

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(who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing Revolving Credit Commitments, with such request offered equally to all Lenders of such Class) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established thereunder, which terms shall be similar to those applicable to the Existing Revolving Credit Commitments from which they are to be extended (the “Specified Existing Revolving Credit Commitment Class”) except that (w) all or any of the final maturity dates of such Extended Revolving Credit Commitments may be delayed to later dates than the final maturity dates of the Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class, (x)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment premiums with respect to the Extended Revolving Credit Commitments may be different than those for the Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Credit Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and (y)(1) the undrawn revolving credit commitment fee rates with respect to the Extended Revolving Credit Commitments may be different than those for the Specified Existing Revolving Credit Commitment Class and (2) the Extension Agreement may provide for other covenants and terms that apply to any period after the Latest Maturity Date; provided that notwithstanding anything to the contrary in this Section 2.15, or otherwise, (I) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of the Extended Revolving Credit Loans under any Extended Revolving Credit Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Revolving Credit Loans of the Specified Existing Revolving Credit Commitment Class (the mechanics for which may be implemented through the applicable Extension Agreement and may include technical changes related to the borrowing and repayment procedures of the Specified Existing Revolving Credit Commitment Class), (II) assignments and participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall be governed by the assignment and participation provisions set forth in Section 10.07 and (III) subject to the applicable limitations set forth in Section 2.06(a) and (c), permanent repayments of Extended Revolving Credit Loans (and corresponding permanent reduction in the related Extended Revolving Credit Commitments) shall be permitted as may be agreed between the Borrowers and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Loans or Revolving Credit Commitments of any Existing Revolving Credit Class converted or exchanged into Extended Revolving Credit Loans or Extended Revolving Credit Commitments pursuant to any Extension Request. Any Extended Revolving Credit Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class and from any other Existing Revolving Credit Commitments (together with any other Extended Revolving Credit Commitments so established on such date).

(b) The Borrower Agent shall provide the applicable Extension Request to the Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent may determine in its sole discretion) prior to the date on which Lenders under the Existing Class are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to

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accomplish the purpose of this Section 2.15. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Revolving Credit Commitment (or any earlier Extended Revolving Credit Commitments) of an Existing Class subject to such Extension Request converted or exchanged into Extended Loans/Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Revolving Credit Commitment (and/or any earlier extended Extended Revolving Credit Commitments) which it has elected to convert or exchange into Extended Loans/Commitments (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate amount of Revolving Credit Commitments (and any earlier extended Extended Revolving Credit Commitments) subject to Extension Elections exceeds the amount of Extended Loans/Commitments requested pursuant to the Extension Request, Revolving Credit Commitments, or earlier extended Extended Revolving Credit Commitments, as applicable, subject to Extension Elections shall be converted to or exchanged to Extended Loans/Commitments on a pro rata basis (subject to such rounding requirements as may be established by the Administrative Agent) based on the amount of Revolving Credit Commitments and earlier extended Extended Revolving Credit Commitments included in each such Extension Election or as may be otherwise agreed to in the applicable Extension Agreement. Notwithstanding the conversion of any Existing Revolving Credit Commitment into an Extended Revolving Credit Commitment, unless expressly agreed by the holders of each affected Existing Revolving Credit Commitment of the Specified Existing Revolving Credit Commitment Class, such Extended Revolving Credit Commitment shall not be treated more favorably than all Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class for purposes of the obligations of a Revolving Credit Lender in respect of Swing Line Loans under Section 2.04 and Letters of Credit under Section 2.03, except that the applicable Extension Agreement may provide that the Maturity Date for the Swing Line Loans and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swing Line Loans and issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Agreement) so long as the Swing Line Lender and/or the applicable L/C Issuer have consented to such extensions (it being understood that no consent of any other Lender shall be required in connection with any such extension).

(c) Extended Loans/Commitments shall be established pursuant to an amendment (an “Extension Agreement”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 10.01, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Loans/Commitments established thereby and, with respect to extensions affecting their rights or obligations hereunder, the Swing Line Lender and each L/C Issuer) executed by the Borrowers, the Administrative Agent and the Extending Lenders. In connection with any Extension Agreement, the Borrowers shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent (i) as to the enforceability of such Extension Agreement, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby (in the case of such other Loan Documents as contemplated by the immediately preceding sentence) and covering customary matters and (ii) to the effect that such Extension Agreement, including the Extended Loans/Commitments provided for therein, does not breach or result in a default under the provisions of Section 10.01 of this Agreement.

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(d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Class of Existing Revolving Credit Commitments is converted or exchanged to extend the related scheduled maturity date(s) in accordance with paragraph (a) above (an “Extension Date”), in the case of the Existing Revolving Credit Commitments of each Extending Lender under any Specified Existing Revolving Credit Commitment Class, the aggregate principal amount of such Existing Revolving Credit Commitments shall be deemed to be reduced by an amount equal to the aggregate principal amount of Extended Revolving Credit Commitments so converted or exchanged by such Lender on such date (or by any greater amount as may be agreed by the Borrowers and such Lender), and such Extended Revolving Credit Commitments shall be established as a separate Class of revolving credit commitments from the Specified Existing Revolving Credit Commitment Class and from any other Existing Revolving Credit Commitments (together with any other Extended Revolving Credit Commitments so established on such date) and (B) if, on any Extension Date, any Existing Revolving Credit Loans of any Extending Lender are outstanding under the Specified Existing Revolving Credit Commitment Class, such Existing Revolving Credit Loans (and any related participations) shall be deemed to be converted or exchanged to Extended Revolving Credit Loans (and related participations) of the applicable Class in the same proportion as such Extending Lender’s Specified Existing Revolving Credit Commitments Class to Extended Revolving Credit Commitments of such Class.

(e) In the event that the Administrative Agent determines in its sole discretion that the allocation of the Extended Revolving Credit Commitments of a given Extension Series, in each case to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Agreement, then the Administrative Agent, the Borrowers and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Agreement”) within 30 days following the effective date of such Extension Agreement, as the case may be, which Corrective Extension Agreement shall (i) provide for the conversion or exchange and extension of Existing Revolving Credit Commitments (and related Revolving Credit Exposure) in such amount as is required to cause such Lender to hold Extended Revolving Credit Commitments (and related revolving credit exposure) of the applicable Extension Series into which such other commitments were initially converted or exchanged, as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Agreement, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrowers and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Agreement described in Section 2.15(c)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.15(c).

(f) No conversion or exchange of Loans or Commitments pursuant to any Extension Agreement in accordance with this Section 2.15 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

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(g) This Section 2.15 shall supersede any provisions in Section 2.02(b) or Section 10.01 to the contrary. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.15, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder and inclusion of the Extended Revolving Credit Commitments and exposures thereunder in the definition of the terms “Required Lenders” and “Supermajority Lenders”. For the avoidance of doubt, any of the provisions of this Section 2.15 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any Extended Loans/Commitments without such Lender’s consent.

Section 2.16 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Credit Lender becomes a Defaulting Lender, then for so long as such Lender is a Defaulting Lender:

(a) the Unused Commitment Fee shall cease to accrue on any of the Revolving Credit Commitments of such Defaulting Lender pursuant to Section 2.09(a);

(b) the Revolving Credit Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, the Required Lenders or the Supermajority Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.01); provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which would require the consent of all Lenders or affected Lenders under Section 10.01(a), 10.01(b) or 10.01(c) shall require the consent of such Defaulting Lender;

(c) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower Agent may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Loan Party as a result of any judgment of a court of competent jurisdiction obtained by any Loan Party against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that, if such payment is a payment of the principal amount of any Loans or a payment of any Unreimbursed Amount, such payment shall be applied solely to pay the relevant Loans of, and Unreimbursed Amounts owed to, the relevant non-Defaulting Lenders on a pro rata basis prior to being applied in the manner set forth in this Section 2.16(c);

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(d) if any Protective Advance Exposure, Swing Line Obligation or L/C Obligation exist at the time such Lender becomes a Defaulting Lender then:

(i) all or any part of the Protective Advance Exposure (other than any portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.01(b)), the Swing Line Obligation (other than any portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.04(c)) or L/C Obligation (other than any portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.03(c)) of such Defaulting Lender shall be reallocated among the Revolving Credit Lenders that are non-Defaulting Lenders in accordance with their respective Pro Rata Shares but only to the extent the sum of all such non-Defaulting Lenders’ Revolving Credit Exposures does not exceed the total of all such non-Defaulting Lenders’ Revolving Credit Commitments;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within three Business Days following notice by the Administrative Agent (x) first, prepay the portion of such Defaulting Lender’s Protective Advance Exposure that has not been reallocated, (y) second, prepay the portion of such Defaulting Lender’s Swing Line Obligation that has not been reallocated and (z) third, Cash Collateralize for the benefit of the L/C Issuers only the Borrowers’ obligations corresponding to such Defaulting Lender’s L/C Obligations (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.03(f) for so long as such L/C Obligations are outstanding;

(iii) if the Borrowers Cash Collateralize any portion of such Defaulting Lender’s L/C Obligation pursuant to clause (ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.03(g) with respect to such Defaulting Lender’s L/C Obligation during the period such Defaulting Lender’s L/C Obligation is Cash Collateralized;

(iv) if the L/C Obligations of the non-Defaulting Lenders are reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Sections 2.03(g) and 2.09(a) shall be adjusted in accordance with such non-Defaulting Lenders’ Pro Rata Shares; and

(v) if all or any portion of such Defaulting Lender’s L/C Obligation is neither reallocated nor Cash Collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any L/C Issuer or any other Lender hereunder, all letter of credit fees payable under Section 2.03(g) with respect to such Defaulting Lender’s L/C Obligation shall be payable to the L/C Issuers (and allocated among them ratably based on the amount of such Defaulting Lender’s L/C Obligation attributable to Letters of Credit by each L/C Issuer) until and to the extent that such L/C Obligation is reallocated and/or Cash Collateralized; and

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(e) so long as (i) such Lender is a Defaulting Lender and (ii) a full reallocation pursuant to clause (d)(i) above cannot be effectuated, the Swing Line Lender shall not be required to fund any Swing Line Loan, and no L/C Issuer shall be required to issue, amend, renew, extend or increase any Letter of Credit, unless it has received assurances reasonably satisfactory to it that non-Defaulting Lenders will cover the related exposure and/or Cash Collateral will be provided by the Borrowers in accordance with Section 2.16(d), and participating interests in any newly made Protective Advance or Swing Line Loan or any newly issued, amended, renewed, extended or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.16(d)(i) (and such Defaulting Lender shall not participate therein).

(f) In the event that each of the Administrative Agent, the Borrower Agent, the Swing Line Lender and each L/C Issuer agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Protective Advance Exposures, the Swing Line Obligations and the L/C Obligations of the Revolving Credit Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Revolving Credit Loans of the other Revolving Credit Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans and funded and unfunded participations in Letters of Credit, Protective Advances and Swing Line Loans in accordance with its Pro Rata Share without giving effect to any reallocation in accordance with this Section 2.16; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

Section 2.17 Borrower Agent. The German Borrower hereby appoints the Maltese Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base Certificates and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, the Collateral Agent, the L/C Issuers or any Lender, and the German Borrower releases the Maltese Borrower from any restrictions on representing several Persons and self-dealing under any applicable Law, including the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch), (the Maltese Borrower, acting on its behalf and on behalf of the German Borrower pursuant to such agency, the “Borrower Agent”). The Maltese Borrower hereby accepts such appointment as representative and agent of the German Borrower. The Administrative Agent, the Collateral Agent, the L/C Issuers and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered on behalf of the German Borrower by the

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Borrower Agent. The Administrative Agent, the Collateral Agent, the L/C Issuers and the Lenders may give any notice to or make any other communication with the German Borrower hereunder to or with the Borrower Agent. Each of the Administrative Agent, the Collateral Agent, the L/C Issuers and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower Agent for any or all purposes under the Loan Documents. The German Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower Agent shall be binding upon and enforceable against it.

ARTICLE III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

Section 3.01 Taxes.

(a) Except as required by applicable Laws, any and all payments by or on account of any Loan Party to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any Taxes. If any applicable Withholding Agent shall be required by any applicable Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) if such Taxes are Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after all required deductions have been made (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such applicable Withholding Agent shall make such deductions, (iii) such applicable Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Laws.

(b) The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for, all Other Taxes.

(c) Without duplication of any amounts payable pursuant to Section 3.01(a) or 3.01(b), the Loan Parties agree, jointly and severally, to indemnify each Agent and each Lender for (i) the full amount of Indemnified Taxes (including any Indemnified Taxes imposed or asserted by any Governmental Authority on amounts payable under this Section 3.01) payable by such Agent or such Lender and (ii) any reasonable expenses arising therefrom or with respect thereto, in each case whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Agent by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of the Collateral Agent or a Lender, shall be conclusive absent manifest error. Payment under this Section 3.01(c) shall be made within 10 days after the date such Lender or such Agent makes a demand therefor.

(d) If any Lender or Agent determines, in its reasonable discretion, that it has received a refund in respect of any Taxes as to which indemnification or additional amounts

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have been paid to it by a Loan Party pursuant to this Section 3.01, it shall promptly remit such refund as soon as practicable (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund) to the applicable Loan Party, net of all reasonable out-of-pocket expenses (including any Taxes) of the Lender or Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided that the applicable Loan Party, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund, along with any applicable interest, additions to tax, penalties and other charges imposed by the relevant Governmental Authority, to such party in the event such party is required to repay such refund to the relevant Governmental Authority. Such Lender or Agent, as the case may be, shall, at the applicable Loan Party’s request, provide the applicable Loan Party with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender or Agent may delete any information therein that such Lender or Agent reasonably deems confidential). Nothing contained herein shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled. Notwithstanding anything to the contrary in this clause (d), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (d) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

(e) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Borrower Agent, use commercially reasonable efforts (subject to legal and regulatory restrictions) to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section 3.01(e) shall affect or postpone any of the Obligations of the Borrowers or the rights of such Lender pursuant to Section 3.01(a) or 3.01(c).

(f) Each Lender shall, at such times as are reasonably requested by the Borrower Agent or the Administrative Agent, provide the Borrower Agent and the Administrative Agent with any documentation prescribed by applicable Laws or reasonably requested by the Borrower Agent or the Administrative Agent, certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. In addition, each Lender, if reasonably requested by the Borrower Agent or the Administrative Agent, shall deliver such other documentation prescribed by applicable Laws or reasonably requested by the Borrower Agent or the Administrative Agent as will enable the Borrower Agent or the Administrative Agent to

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determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any documentation specifically referenced below) expired, obsolete or inaccurate in any material respect, deliver promptly to the Borrower Agent and the Administrative Agent updated or other appropriate documentation or promptly notify the Borrower Agent and the Administrative Agent in writing of its legal ineligibility to do so. Notwithstanding any other provision of this clause (f), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver.

(g) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower Agent and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Agent or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Agent or the Administrative Agent as may be necessary for the Borrower Agent and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (g), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(h) Within 30 days after the date of any payment of Taxes pursuant to this Section 3.01 by an applicable Withholding Agent (or, if receipts or evidence are not available within 30 days, as soon as possible thereafter), such applicable Withholding Agent shall furnish to the Borrower Agent and the Administrative Agent, as applicable, the original or a facsimile copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.

(i) VAT Provisions.

(i) All amounts expressed to be payable under any Loan Document by any Loan Party to any Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to Section 3.01(i)(ii) below, if VAT is or becomes chargeable on any supply made by any Secured Party to any Loan Party under a Loan Document and such Secured Party is required to account to the relevant tax authority for the VAT, such Loan Party shall pay to such Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Secured Party shall promptly provide an appropriate VAT invoice to such Loan Party) provided that the reverse charge mechanism is not applicable. Where the reverse charge is applicable, the relevant Loan Party shall properly and fully account for such VAT in its VAT returns within the prescribed time-limits for filing such returns in its jurisdiction.

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(ii) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (the “Supply Recipient”) under a Loan Document, and any party other than the Supply Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Supply Recipient in respect of that consideration):

(A) (where the Supplier is the Person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Supply Recipient must (where this clause (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Supply Recipient receives from the relevant tax authority which the Supply Recipient reasonably determines relates to the VAT chargeable on that supply; and

(B) (where the Supply Recipient is the Person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Supply Recipient, pay to the Supply Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Supply Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(iii) Where a Loan Document requires any Loan Party to reimburse or indemnify any Secured Party for any cost or expense, such Loan Party shall reimburse or indemnify (as the case may be) such Secured Party for the full amount of such cost or expense, including such part thereof as represents VAT, except to the extent that such Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(iv) If VAT is or becomes chargeable on any supply under a Loan Document, the Supply Recipient, if reasonably requested by the Supplier, must promptly provide such Supplier with details of its VAT registration and such other information as is reasonably requested in connection with such Supply Recipient’s VAT reporting requirements in relation to such supply.

Any reference in this Section 3.01(i) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom’s Value Added Tax Act 1994 or applicable legislation in other jurisdictions having a similar effect).

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(j) For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 3.01 (including any related definitions), include any L/C Issuer and the Swing Line Lender.

Section 3.02 Illegality. If any Lender reasonably determines that due to any Change in Law it is unlawful, or that any Governmental Authority that is a court, statutory board or commission has asserted that it is unlawful, for any Lender or its Applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by such Lender to the Borrower Agent through the Administrative Agent, in respect of Eurocurrency Rate Loans, (a) any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower Agent that the circumstances giving rise to such determination no longer exist, (b) upon receipt of such notice, the Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Rate Loans such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans and (c) upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Applicable Lending Office if such designation will avoid the need for any such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Section 3.03 Inability to Determine Rates. (a) If the Administrative Agent or Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or the Required Lenders determine that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that U.S. Dollar deposits are not being offered to banks in the London interbank eurocurrency market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower Agent and each Lender thereof. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, in the case of the German Borrower, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (ii) Revolving Credit Loans made to the Maltese Borrower shall accrue interest at the sum of (x) a rate per annum selected by the Administrative Agent, in its reasonable discretion based on market conditions in consultation with the Borrower Agent, reflecting the cost to the Lenders of obtaining funds, plus (y) the Applicable Rate for Eurocurrency Rate Loans.

(b) If the Administrative Agent or Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Overnight LIBO Rate or the Administrative Agent or the Required Lenders determine that the Overnight LIBO Rate does

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not adequately and fairly reflect the cost to the Administrative Agent or such Lenders of funding any Protective Advance to the Maltese Borrower (or any other amount hereunder that accrues interest at the Overnight LIBO Rate), the Administrative Agent will promptly so notify the Borrower Agent and each Lender thereof and, until the Administrative Agent or Required Lenders, as applicable, notify the Borrower Agent that the circumstances giving rise to such notice no longer exist, the Protective Advances made to the Maltese Borrower and all other amounts hereunder that accrue interest at the Overnight LIBO Rate shall accrue interest at the sum of (i) a rate per annum selected by the Administrative Agent, in its reasonable discretion based on market conditions in consultation with the Borrower Agent, reflecting the cost to the Lenders of obtaining funds, plus (ii) the Applicable Rate for Eurocurrency Rate Loans.

Section 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans.

(a) If any Lender or L/C Issuer determines that as a result of any Change in Law there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any Eurocurrency Rate Loan, any Overnight LIBO Rate Loan or any other amount that accrues interest based on the Eurocurrency Rate or the Overnight LIBO Rate or issuing or participating in Letters of Credit or a reduction in the amount received or receivable by such Lender or L/C Issuer in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) taxes described in clauses (b) through (d) of the definition of “Excluded Taxes,” (iii) Connection Income Taxes or (iv) reserve requirements contemplated by Section 3.04(c)), then from time to time within 15 Business Days after demand by such Lender or L/C Issuer setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrowers shall pay to such Lender or L/C Issuer such additional amounts as will compensate such Lender or L/C Issuer for such increased cost or reduction.

(b) If any Lender or L/C Issuer determines that a Change in Law affecting such Lender or L/C Issuer or any lending office of such Lender or such Lender’s or L/C Issuer’s holding company, if any, regarding capital adequacy or liquidity requirements has the effect of reducing the rate of return on the capital of such Lender or L/C Issuer or the holding company, if any, of such Lender or L/C Issuer as a consequence of such Lender or L/C Issuer’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity and such Lender’s or L/C Issuer’s desired return on capital), then from time to time upon demand of such Lender or L/C Issuer setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrowers shall pay to such Lender or L/C Issuer such additional amounts as will compensate such Lender or L/C Issuer for such reduction within 15 days after receipt of such demand.

(c) The Borrowers shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each Eurocurrency Rate Loan, Overnight LIBO Rate Loan or other amount that accrues interest

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based on the Eurocurrency Rate or the Overnight LIBO Rate equal to the actual costs of such reserves allocated to such Loan or other amount by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of demonstrable error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, the Overnight LIBO Rate Loans or any other amount that accrues interest at the Eurocurrency Rate or the Overnight LIBO Rate, such actual additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan or other amount by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent demonstrable error) which in each case shall be due and payable on each date on which interest is payable on such Loan or other amount; provided the Borrower Agent shall have received at least 15 days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable 15 days after receipt of such notice.

(d) Subject to Section 3.06(b), failure or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation.

(e) If any Lender or L/C Issuer requests compensation under this Section 3.04, then such Lender or L/C Issuer will, if requested by the Borrower Agent, use commercially reasonable efforts (subject to legal and regulatory restrictions) to designate another Applicable Lending Office for any Loan or Letter of Credit or other amount affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender or L/C Issuer, cause such Lender or L/C Issuer and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided, further, that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrowers or the rights of such Lender or L/C Issuer pursuant to Section 3.04(a), 3.04(b), 3.04(c) or 3.04(d).

(f) Notwithstanding anything in this Section 3.04 to the contrary, no Lender or L/C Issuer shall receive compensation pursuant to this Section 3.04, unless such Lender or L/C Issuer is generally seeking compensation from other similarly situated borrowers in the U.S. or non-U.S. asset-based lending market with respect to its similarly affected loans under agreements with such borrowers having provisions similar to this Section 3.04.

Section 3.05 Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any actual loss, cost or expense (but excluding, for the avoidance of doubt, any lost profits) incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan, or any assignment of any Eurocurrency Rate Loan pursuant to Section 3.07, in each case, on a day other than the last day of the Interest Period for such Loan; or

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(b) any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan (other than a Base Rate Loan) on the date or in the amount notified by or on behalf of any Borrower (irrespective of whether such notice may be revoked or rescinded in accordance with the terms hereof);

including any actual loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees actually paid to terminate the deposits from which such funds were obtained.

Section 3.06 Matters Applicable to All Requests for Compensation.

(a) Any Agent, Lender or L/C Issuer claiming compensation under this Article III shall deliver a certificate to the Borrower Agent setting forth the additional amount or amounts to be paid to it hereunder, which shall be conclusive in the absence of demonstrable error. In determining such amount, such Agent, such Lender or such L/C Issuer may use any reasonable averaging and attribution methods.

(b) With respect to any Lender’s or L/C Issuer’s claim for compensation under Section 3.01, the Loan Parties shall not be required to compensate such Lender or L/C Issuer for any amount to the extent that such Lender or L/C Issuer fails to notify the Borrowers of its intention to claim compensation within 180 days after a claim is asserted against such Lender or L/C Issuer by the relevant Governmental Authority. With respect to any Lender’s or L/C Issuer’s claim for compensation under Section 3.02, 3.03 or 3.04, the Borrowers shall not be required to compensate such Lender or L/C Issuer for any amount incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower Agent of the event that gives rise to such claim and of such Lender’s or L/C Issuer’s intention to claim compensation therefor; provided that if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrowers under Section 3.04 in respect of any Eurocurrency Rate Loan made or to be made to any Borrower, the Borrower Agent may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue such Eurocurrency Rate Loans from one Interest Period to another, or, to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c) If the obligation of any Lender to make or continue any Eurocurrency Rate Loan from one Interest Period to another, or to convert Base Rate Loans into Eurocurrency Rate Loans, shall be suspended pursuant to Section 3.06(b), such Lender’s Eurocurrency Rate Loans made to the German Borrower shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and

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(ii) all Loans made to the German Borrower that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.

(d) If any Lender gives notice to the Borrower Agent (with a copy to the Administrative Agent) that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made to the German Borrower by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted to Eurocurrency Rate Loans on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans made to the German Borrower and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.

Section 3.07 Replacement of Lenders under Certain Circumstances.

(a) If at any time (i) any Lender requests reimbursement for amounts owing pursuant to Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02, or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender is a Non-Consenting Lender, then the Borrower Agent may, on prior written notice to the Administrative Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be waived by the Administrative Agent in such instance) all of its rights and obligations under this Agreement (or, with respect to clause (iii) above, all of its rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, waiver or amendment) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender or other such Person.

(b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations, Swing Line Loans and Protective Advances, as applicable; provided that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register and (ii) deliver Notes, if any, evidencing such Loans to the Borrowers or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the

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assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, Swing Line Loans and Protective Advances, as applicable, (B) all obligations of the Borrowers owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender (in the case of principal and accrued interest and fees) or by the applicable Borrower (in the case of all other amounts) to such assigning Lender concurrently with such assignment and assumption, and any amounts owing to the assigning Lender (other than a Defaulting Lender) under Section 3.05 as a consequence of such assignment shall have been paid by the applicable Borrower to the assigning Lender and (C) upon such payment, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.

(c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer, or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.

(d) In the event that (i) the Borrower Agent or the Administrative Agent has requested that the Lenders consent to a departure, termination, discharge or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all or all affected Lenders in accordance with the terms of Section 10.01 or all or all affected Lenders with respect to a certain Class of the Loans, or with respect to the Facilities as a whole and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender that does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

(e) Notwithstanding anything herein to the contrary, each party hereto agrees that any assignment pursuant to the terms of this Section 3.07 may be effected pursuant to an Assignment and Assumption executed by the Borrowers, the Administrative Agent and the assignee and that the Lender making such assignment need not be a party thereto.

Section 3.08 Survival. All of the Loan Parties’ obligations under Section 3.01, 3.04, 3.06 and 3.07 shall survive termination of the Aggregate Revolving Credit Commitments and repayment of all other Obligations hereunder.

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ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Section 4.01 Conditions of Initial Credit Extensions. The obligation of each Lender to make Credit Extensions and of each L/C Issuer to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions precedent shall be satisfied (or waived in accordance with Section 10.01):

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified and, in the case of counterparts or documents to be executed by it, each properly executed by a Responsible Officer of Holdings or the applicable Loan Party, as applicable:

(i) counterparts of (A) this Agreement duly executed by each party hereto and (B) the Master Guarantee Agreement duly executed by each party thereto;

(ii) counterparts of each Collateral Document set forth on Schedule 4.01 duly executed by each party thereto, together with (except as provided in such Collateral Documents):

(A) evidence reasonably satisfactory to the Administrative Agent that all notices to be served and filings (including financing statements under the Uniform Commercial Code) to be made, in each case as contemplated by each Closing Date Collateral Document to be made on the Closing Date, in a form appropriate for service or filing, as applicable; and

(B) arrangements reasonably satisfactory to the Administrative Agent shall have been made for the service of any such notice or the making of any filings contemplated by the Closing Date Collateral Documents to be made on the Closing Date;

(iii) customary certificates for Holdings, each Borrower and each Guarantor which attach (A) resolutions or other action documentation, (B) incumbency certificates, (C) Organization Documents and (D) to the extent applicable in the jurisdiction of organization of such Person, good standing certificates;

(iv) a legal opinion (addressed to the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuers and dated the Closing Date) from each of (A) Simpson Thacher & Bartlett LLP, New York counsel to Holdings and the Loan Parties, (B) local counsel to Holdings and the Loan Parties in each of Germany and Malta and (C) local counsel to the Administrative Agent and the Collateral Agent in each of the United Kingdom, Germany and Malta, in each case in form and substance reasonably satisfactory to the Administrative Agent;

(v) a certificate attesting to the Solvency of Holdings and its Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions, from the chief financial officer of Holdings, in form and substance reasonably satisfactory to the Administrative Agent;

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(vi) a certificate, in form and substance reasonably satisfactory to the Administrative Agent, from a Responsible Officer of Holdings and each Borrower, certifying that (A) all representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Closing Date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on and as of the Closing Date, (B) no Default or Event of Default exists on the Closing Date or would result from any Credit Extension to occur on the Closing Date or from the application of the proceeds therefrom and (C) compliance with the conditions set forth in clause (e) below; and

(vii) a completed Borrowing Base Certificate, which shall set forth the calculation of the German Borrowing Base, the Maltese Borrowing Base and the Aggregate Borrowing Base, in each case on the basis of September 15, 2013 being the Borrowing Base Reporting Date, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed.

(b) All fees and expenses required to be paid hereunder or pursuant to arrangements separately agreed, in the case of expenses, to the extent invoiced at least two Business Days prior to the Closing Date (except as otherwise agreed by the Borrower Agent) shall, substantially concurrently with the effectiveness of this Agreement, have been paid.

(c) The Lead Arrangers shall have received the Audited Financial Statements and the Unaudited Financial Statements.

(d) The Administrative Agent and the Lead Arrangers shall have received at least two Business Days prior to the Closing Date all documentation and other information about Holdings, the Borrowers and the Guarantors as has been reasonably requested in writing at least 10 Business Days prior to the Closing Date by the Administrative Agent and the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

(e) The Collateral and Guarantee Requirement shall have been satisfied as of the Closing Date.

Section 4.02 Conditions to Credit Extensions After the Closing Date. The obligation of each Lender and L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:

(a) the Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Committed Loan Notice, a Swing Line Loan Notice or a Letter of Credit Application, as applicable, relating to the Credit Extension, in each case, in accordance with the requirements hereof;

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(b) all representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;

(c) after giving effect to such Credit Extension and the use of proceeds thereof, (i) the German Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the German Borrowing Base, (ii) the Maltese Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the Maltese Borrowing Base and (iii) the Aggregate Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the Maximum Credit, in each case, at such time; and

(d) no Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

Each request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(b), (c) and (d) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Holdings and each Borrower represents and warrants to the Agents and the Lenders that:

Section 5.01 Existence, Qualification and Power; Compliance with Laws. Holdings, each Loan Party and each other Restricted Subsidiary (a) is a Person duly incorporated, organized or formed, and validly existing and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of the jurisdiction of its incorporation, organization or formation, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) in the case of Holdings and each Loan Party, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except, in each case referred to in clause (b)(i), (c), (d) or (e), to the extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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Section 5.02 Authorization; No Contravention. The execution, delivery and performance by Holdings and each Loan Party of each Loan Document to which such Person is a party and the other Transactions to be entered into by such Person, are within such Person’s corporate or other organizational powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) conflict with or contravene the terms of any of such Person’s Organization Documents, (b) result in any breach or contravention of, or the creation of any Lien under (other than under the Loan Documents), or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except with respect to any conflict, breach or contravention or payment or violation (but not creation of Liens) referred to in clauses (b) or (c), to the extent that such conflict, breach, contravention or payment or violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.03 Governmental Authorization; Other Consents.

(a) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (i) the execution, delivery or performance by, or enforcement against, Holdings or any Loan Party of this Agreement or any other Loan Document or in connection with the other Transactions, or (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents or the perfection of the Liens created under the Collateral Documents, except for (A) filings or notices necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (B) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (C) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (D) those reports that the German Borrower is required to make to the German Federal Reserve Bank (Deutsche Bundesbank).

(b) The Loan Documents to which Holdings or any Loan Party is a party are in proper legal form under the laws of the jurisdiction in which such Person is organized and existing for the enforcement thereof against such Person under the laws of such jurisdiction and to ensure the legality, validity, enforceability, priority or admissibility in evidence of such Loan Documents. It is not necessary, in order to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Loan Documents to which Holdings or any Loan Party is a party, that such Loan Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Person is organized and existing or that any registration charge or stamp or similar Tax be paid on or in respect of such Loan Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be

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made until such Loan Document or any other document is sought to be enforced, (ii) any charge or Tax as has been timely paid or (iii) any such filing, registration, recording, execution or notarization the failure of which to be obtained or made could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) The execution, delivery and performance of the Loan Documents by Holdings or any Loan Party are, under applicable foreign exchange control regulations of the jurisdiction in which such Person is organized and existing, not subject to any notification or authorization, except (i) such as have been made or obtained, (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (ii) shall be made or obtained as soon as is reasonably practicable) or (iii) any such notification or authorization the failure of which to be obtained or made could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.04 Binding Effect.

(a) Each of Holdings and the Loan Parties has duly executed and delivered each Loan Document to which it is a party and each such Loan Document (other than the English Floating Charge) constitutes a legal, valid and binding obligation of Holdings or such Loan Party, as applicable, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding in equity or law) and, in the case of any Loan Document governed by Laws of England and Wales, the Legal Reservations.

(b) Each of Holdings and the Loan Parties is subject, under the laws of the jurisdiction in which such Person is organized and existing, to civil and commercial laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party, and the execution, delivery and performance by such Person of the Loan Documents to which it is a party constitute and will constitute private and commercial acts and not public or governmental acts. Neither Holdings nor any Loan Party, nor any of their respective assets, has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Person is organized and existing in respect of its obligations under the Loan Documents to which it is a party.

Section 5.05 Financial Statements; No Material Adverse Effect.

(a) The Audited Financial Statements and Unaudited Financial Statements fairly present in all material respects the financial position of Holdings and its consolidated Subsidiaries as of the dates thereof and its results of operations and cash flows for the periods covered thereby in accordance with IFRS consistently applied throughout the periods covered thereby, except to the extent provided in the notes thereto subject, in the case of the Unaudited Financial Statements, to changes resulting from normal year-end audit adjustments and to the absence of footnotes.

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(b) Since December 31, 2012, there has been no event, circumstance or condition, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Each Lender and the Administrative Agent hereby acknowledges and agrees that Holdings and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in IFRS or the interpretation thereof after the date of such historical financial statements, and that such restatements will not result in a Default under the Loan Documents (including any effect on any conditions required to be satisfied on the Closing Date) to the extent that such restatements result solely as a result of the implementation of such changes and do not reveal any material omission, misstatement or other material inaccuracy in the reported information from actual results for any relevant prior period.

Section 5.06 Litigation. Except as set forth on Schedule 5.06, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Holdings or any Restricted Subsidiary, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings or any Restricted Subsidiary or against any of their properties or revenues that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.07 Ownership of Property; Liens. Holdings and each of its Restricted Subsidiaries has good and defensible title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted under the Loan Documents and except where the failure to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 5.08 Environmental Compliance.

(a) There are no actions, suits or proceedings pending or, to the knowledge of Holdings or any Restricted Subsidiary, threatened in writing against Holdings or any Restricted Subsidiary alleging violation of, or liability under, any applicable Environmental Law that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there has been no Release of Hazardous Materials by Holdings or any Restricted Subsidiary at, on, under or from any location in a manner which would reasonably be expected to give rise to liability under applicable Environmental Laws.

(c) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, Holdings and the Restricted Subsidiaries are in compliance with all applicable Environmental Laws.

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(d) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, to the knowledge of Holdings or any Restricted Subsidiary, no conditions or facts exist that would reasonably be expected result in liability under, or impose an obligation with respect to, Environmental Law.

Section 5.09 Taxes. Holdings and each Restricted Subsidiary have timely filed all federal, provincial, state, municipal, foreign and other Tax returns and reports required to be filed, and have timely paid all federal, provincial, state, municipal, foreign and other Taxes levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with IFRS or (b) for failures to file or pay as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. There are no Tax audits, deficiencies, assessments or other claims with respect to Holdings or any Restricted Subsidiary that could, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 5.10 Pension Scheme Events. No Pension Scheme Event has occurred.

Section 5.11 Subsidiaries; Equity Interests. As of the Closing Date, Schedule 5.11 sets forth (i) the legal name and jurisdiction and form of organization of each Subsidiary and (ii) the ownership interest of Holdings and any of its Restricted Subsidiaries in each of its Subsidiaries, including the percentage of such ownership. All of the outstanding Equity Interests in the Subsidiaries have been validly issued, and to the extent such concepts exist with respect to such Equity Interests, are fully paid and nonassessable, and all Equity Interests in each Borrower are owned by Holdings and its Restricted Subsidiaries free and clear of all Liens, except any Lien that is permitted by Section 7.01.

Section 5.12 Margin Regulations; Investment Company Act.

(a) None of the Collateral is comprised of any margin stock. Neither Holdings nor any Loan Party is engaged, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings will be used for any purpose that violates Regulation U or Regulation X of FRB.

(b) Neither Holdings nor any Loan Party is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 5.13 Disclosure.

(a) None of the written factual information or written factual data (taken as a whole) furnished by Holdings, the Borrowers, any of their respective Restricted Subsidiaries or any of their respective authorized representatives, agents or advisors in writing to any Agent or any Lender on or prior to the Closing Date for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of material fact or omitted to state any material fact necessary to make such information and data (taken

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as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time) in light of the circumstances under which such information or data was furnished; it being understood and agreed that for purposes of this Section 5.13(a), such factual information and data shall not include projections (including financial estimates, forecasts and other forward-looking information), pro forma financial information or information of a general economic or general industry nature.

(b) The projections contained in the information and data referred to in Section 5.13(a) were prepared in good faith based upon assumptions believed by Holdings and the Restricted Subsidiaries to be reasonable at the time made; it being recognized by the Agents and the Lenders that such projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings, the Borrowers and the Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material.

Section 5.14 Intellectual Property; Licenses, Etc. Each of Holdings and the Restricted Subsidiaries owns, licenses or possesses the right to use all intellectual property that is reasonably necessary for the operation of its businesses as currently conducted and, to the knowledge of Holdings and the Restricted Subsidiaries, without violation of the rights of any Person, except to the extent such violations, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of Holdings and the Restricted Subsidiaries, the operation of the businesses of Holdings and the Restricted Subsidiaries do not infringe upon any rights held by any Person except for such infringements which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any such intellectual property is pending or, to the knowledge of Holdings or any Restricted Subsidiary, threatened in writing against Holdings or any Restricted Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.15 Solvency. On the Closing Date after giving effect to the Transactions, Holdings and its Subsidiaries, on a consolidated basis, are Solvent.

Section 5.16 Collateral Documents. Each Collateral Document (other than the English Floating Charge), upon execution and delivery thereof by the parties thereto (and, in the case of the Maltese Receivables Pledge Agreement and the German Pledge Agreement (only with respect to Liens created thereunder on Accounts), only after the giving to the applicable Account Debtors of the notices referred to therein), is effective under applicable Law to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral of the applicable Borrower covered thereby, subject to any matter of public policy under Laws of Malta and, in the case of any Loan Document governed by the Laws of England and Wales, to the Legal Reservations, and (a) subject to the making or the procuring of all filings, recordings, registrations, endorsements, notarizations, stampings and notices of such Collateral Documents or the Liens and security interests created thereunder as are required under applicable Law in order to perfect the security created by the Collateral Documents (which

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filings, recordings, registrations, endorsements, notarizations, stampings and notices shall be made or procured to the extent required hereunder or under any Collateral Document) and (b) upon the taking of control by the Collateral Agent of such Collateral with respect to which a Lien and security interest may be perfected only by control (which control shall be given to the Collateral Agent to the extent required hereunder or under any Collateral Document), such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of such Borrower in such Collateral, in each case subject to no Liens other than Liens permitted under Section 7.01 and with the priority required hereby and by such Collateral Document.

Section 5.17 Use of Proceeds. The proceeds of Loans and the Letters of Credit will be used for working capital requirements and other general corporate purposes of Holdings, the Borrowers and their Restricted Subsidiaries, including the financing of acquisitions, other investments and dividends and other distributions on account of the Equity Interests of Holdings (or any Parent Entity thereof) or the Borrowers, in each case permitted hereunder.

Section 5.18 Senior Indebtedness. The Obligations constitute “Senior Indebtedness” (or similar or comparable term) of the Borrowers and the other Loan Parties under any agreement, indenture or instrument pursuant to which any Subordinated Debt is Incurred.

Section 5.19 Patriot Act.

(a) Neither Holdings nor any Restricted Subsidiary is in material violation of any material Laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001 and the USA PATRIOT Act.

(b) The use of proceeds of the Loans and the use of Letters of Credit will not violate in any material respect the Trading with the Enemy Act, as amended, or any of the foreign asset control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V).

Section 5.20 Anti-Corruption Laws and Sanctions. Holdings and its Subsidiaries will implement as promptly as practicable and thereafter maintain in effect policies and procedures designed to ensure compliance by Holdings and the Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Holdings and the Subsidiaries and their respective officers, employees and, to the knowledge of Holdings and the Restricted Subsidiaries, directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Holdings or any Subsidiary or any of their respective directors, officers or employees or (b) to the knowledge of Holdings or any Restricted Subsidiary, any agent of Holdings or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

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Section 5.21 Specified Contracts. (a) Schedule 5.21 sets forth, as of the Closing Date, with respect to each agreement or document constituting the Apple Contract, the Facebook Contract or the Google Contract (in the event not expressly stated therein, to the knowledge of Holdings and the Restricted Subsidiaries), (i) the parties thereto and the identity of the Account Debtor(s) thereunder acting as agents or commissionaires (or in any similar capacity) of any Borrower to collect Gameplay Collections, (ii) in the case of any such agreement or document giving rise to any Accounts, the Payor Entity thereunder, (iii) the governing law thereof and (iv) the current address and contact information for the service of notices to be delivered to the Apple Entities, the Facebook Entities or the Google Entities, as applicable, party thereto. The Borrowers have delivered to the Administrative Agent a true and complete copy of each material Apple Contract, each material Facebook Contract and each material Google Contract, including true and complete copies of all material schedules, exhibits and annexes thereto.

(b) The Maltese Borrower is, and will continue to be, the sole counterparty to (and, if applicable, the sole “you” under) any Apple Contract and any Facebook Contract, and the German Borrower is, and will continue to be, the sole counterparty to (and, if applicable, the sole “you” under) any Google Contract. To the extent any Specified Contract requires or refers to such qualification, the Maltese Borrower or the German Borrower, as applicable, is a “Registered Apple Developer”, “Developer”, “Seller” or holder of a similar title under, in the case of the Maltese Borrower, each Apple Contract and each Facebook Contract or, in the case of the German Borrower, each Google Contract.

(c) Each of the Specified Contracts (i) has been duly authorized and entered into by the Maltese Borrower or the German Borrower, as applicable, including by means of a “click through”, and (ii) constitutes a legal, valid and binding obligation of the Maltese Borrower or the German Borrower, as applicable, and, to the knowledge of Holdings and the Restricted Subsidiaries, each Account Debtor party thereto, enforceable against each such party (in the case of any Account Debtor, to the knowledge of Holdings and the Restricted Subsidiaries) in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

(d) Each of the Borrowers and, to the knowledge of Holdings and the Restricted Subsidiaries, each Account Debtor party to any Specified Contract is in compliance in all material respects with its obligations under the Specified Contracts and, to the knowledge of Holdings and the Restricted Subsidiaries, no event or condition exists or has occurred that could reasonably be expected to result in the Apple Contract, the Facebook Contract or the Google Contract being terminated or otherwise ceasing to be in effect, or any Borrower ceasing to be able to distribute its Games, and sell in-game virtual items, to the end-users through the applicable technology platform provided by Apple, Facebook or Google, as applicable. As of the Closing Date, there is no contractual dispute of any type between Holdings or any Subsidiary, on the one hand, and any Account Debtor, on the other.

Section 5.22 Agency Agreement. The Borrowers have delivered to the Administrative Agent a true and complete copy of the Agency Agreement, including true and complete copies of all schedules, exhibits and annexes thereto. The Agency Agreement has been duly authorized, executed and delivered by each Borrower and constitutes a legal, valid

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and binding obligation of each Borrower, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

Section 5.23 Centre of Main Interest; Contractual Relationship. (a) For the purposes of the Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings, as amended, each Borrower’s “centre of main interests” (as such term is used in Article 3(l) therein) is situated in its jurisdiction of organization, and no Borrower has any “establishment” (as such term is used in Article 2(h) therein) in any other jurisdiction.

(b) The contractual relationship governing the Specified German Collection Deposit Account is subject to German law.

ARTICLE VI

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than Hedging Obligations, Cash Management Obligations and contingent indemnification obligations and other contingent obligations) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless such Letter of Credit has been Cash Collateralized in full), Holdings and the Borrowers shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03, 6.17, 6.18 and 6.19) cause each Restricted Subsidiary to:

Section 6.01 Financial Statements. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of Holdings (or, with respect to the first fiscal year ended after the Closing Date, as soon as available, but in any event within 120 days after the end of such fiscal year), an audited consolidated statement of financial position of Holdings and its consolidated Subsidiaries and, if different, an audited consolidated statement of financial position of Holdings and its Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related audited consolidated statements of operations, comprehensive income, changes in equity and cash flows for such fiscal year (or, in lieu of such audited financial statements of Holdings and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for Holdings and the Restricted Subsidiaries, on the one hand, and Holdings and its consolidated Subsidiaries, on the other hand), setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with IFRS, and except with respect to any such reconciliation, audited and accompanied by a report and opinion of an independent registered public accounting firm of internationally recognized standing, which report and opinion shall (i) be prepared in accordance with generally accepted auditing standards and (ii) not be subject to any “going concern” or like qualification or any qualification as to the scope of such audit; and

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(b) as soon as available, but in any event, within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Holdings (or, with respect to the fiscal quarter ended September 30, 2013 and the first fiscal quarter of the fiscal year ended after the Closing Date, as soon as available, but in any event within 60 days after the end of such fiscal quarter), an unaudited consolidated statement of financial position of Holdings and its consolidated Subsidiaries and, if different, an unaudited consolidated statement of financial position of Holdings and the Restricted Subsidiaries, in each case as at the end of such fiscal quarter, and the related (i) unaudited consolidated statements of operations, comprehensive income and changes in equity for such fiscal quarter and for the portion of the fiscal year then ended and (ii) unaudited consolidated statements of cash flows for the portion of the fiscal year then ended (or in lieu of such financial statements of Holdings and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for Holdings and the Restricted Subsidiaries, on the one hand, and Holdings and its consolidated Subsidiaries on the other hand), setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Holdings as fairly presenting in all material respects the financial position, results of operations and cash flows of Holdings and its consolidated Subsidiaries or Holdings and its Restricted Subsidiaries, as applicable, in accordance with IFRS, subject to changes resulting from normal year-end audit adjustments and to the absence of footnotes.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of Holdings and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any Parent Entity that holds the Equity Interests of Holdings or (B) Holdings’ (or any such Parent Entity’s, as applicable) Form F-1, Form 20-F, Form 6-K, Form 10-K or Form 10-Q, as applicable, filed with the SEC; provided that with respect to each of clauses (A) and (B), (i) to the extent such information relates to a Parent Entity, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Entity, on the one hand, and the information relating to Holdings and its Restricted Subsidiaries on a standalone basis, on the other hand, and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion an independent registered public accounting firm of internationally recognized standing, which report and opinion shall (i) be prepared in accordance with generally accepted auditing standards and (ii) not be subject to any “going concern” or like qualification or any qualification as to the scope of such audit.

Section 6.02 Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:

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(a) no later than five days after the delivery of the financial statements referred to in Section 6.01(a) or 6.01(b), a duly completed Information Certificate (which shall include a Pro Forma Adjustment Certificate referred to therein, if applicable, and shall set forth a reasonably detailed calculation of the Fixed Charge Coverage Ratio for the Test Period ending on the last day of such fiscal year or fiscal quarter, as applicable, whether or not the Financial Covenant is then tested) signed by a Responsible Officer of Holdings;

(b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (or any equivalent thereof in any jurisdiction outside the United States of America) or with any securities exchange, other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8 filed with the SEC (or any equivalent thereof in any jurisdiction outside the United States of America), and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(c) together with the delivery of each Information Certificate pursuant to Section 6.02(a), (i) a list of Subsidiaries that identifies each Immaterial Subsidiary as of the date of delivery of such Information Certificate or a confirmation that there is no change in such information since the later of the Closing Date or the date of the Information Certificate theretofore most recently delivered and (ii) such other information as is required by the Information Certificate;

(d) no later than 90 days (or, with respect to the first fiscal year ended after the Closing Date, 120 days) following the first day of each fiscal year of Holdings, an annual budget (on a quarterly basis) for Holdings and its Restricted Subsidiaries for such fiscal year in form customarily prepared by Holdings;

(e) not later than any date on which financial statements are delivered pursuant to Section 6.01(a) or 6.01(b) with respect to any period in which a Pro Forma Adjustment is made, a certificate of a Responsible Officer of Holdings setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor;

(f) prior to or concurrently with the making of any Specified Payment, a certificate of a Responsible Officer of Holdings, setting forth a detailed calculation of the Fixed Charge Coverage Ratio and the Excess Availability as required pursuant to the definition of the term “Payment Conditions”, together with a certification that no Specified Event of Default exists or would arise as a result of the making of such Specified Payment; and

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(g) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 6.09 and subject to Section 10.08, such other information (financial or otherwise), including with respect to the German Borrower, the Maltese Borrower and the Collateral, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time.

Documents required to be delivered pursuant to Section 6.01(a), 6.01(b) and 6.02(b) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings posts such documents, or provides a link thereto, on Holdings’ website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on Holdings’ behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (A) upon written request by the Administrative Agent, Holdings shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) Holdings shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Section 6.03 Notices. Promptly after a Responsible Officer obtains actual knowledge thereof, notify the Administrative Agent of:

(a) the occurrence of any Default, which notice shall specify the nature thereof, the period of existence thereof and what action Holdings and its Restricted Subsidiaries propose to take with respect thereto;

(b) any litigation or governmental proceeding (including, without limitation, pursuant to any applicable Environmental Laws) pending against Holdings or any of the Subsidiaries that could reasonably be expected to be determined adversely and, if so determined, to result in a Material Adverse Effect;

(c) the occurrence of any Pension Scheme Event;

(d) any other development that has resulted, or would reasonably be expected to result, in a Material Adverse Effect; and

(e) in the case of any attachment (Pfändung) or other exercise of rights by a third party in respect of any German Collateral, (i) the applicable German Loan Party shall promptly forward to the Administrative Agent and the Collateral Agent any attachment notice related thereto, accompanied by any other documents reasonably necessary for the Administrative Agent or the Collateral Agent to defend itself against any claim of such third party against the German Collateral, including a copy of any attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents reasonably requested by the Administrative Agent or the Collateral Agent in connection with defending against such attachment, and (ii) the applicable German Loan Party shall inform any such attaching creditor promptly of the security interests of the Secured Parties in the German Collateral.

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Section 6.04 Maintenance of Existence. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization and (b) take all reasonable action to maintain all rights, privileges (including its good standing to the extent such concept exists in its jurisdiction of organization), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) other than, in the case of clause (a), with respect to Holdings or any Borrower, to the extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) other than with respect to any Borrower, pursuant to a transaction permitted by Section 7.04 or 7.05.

Section 6.05 Maintenance of Properties. Except if the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties, equipment and other assets necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice.

Section 6.06 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies (in the good faith determination of Holdings or the Maltese Borrower), insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Holdings and its Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons (in the good faith determination of Holdings or the Maltese Borrower). Each such policy of liability insurance maintained by a Loan Party shall name the Administrative Agent, on behalf of the Lenders, as an additional insured thereunder as its interests may appear.

Section 6.07 Compliance with Laws. Comply in all respects with the requirements of all Laws and all orders, writs, injunctions, decrees and judgments applicable to it or to its business or property (including, without limitation, Environmental Laws, Anti-Corruption Laws, OFAC and the USA PATRIOT Act), except if the failure to comply therewith could not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect. Holdings will implement as promptly as practicable and thereafter maintain in effect and enforce policies and procedures designed to ensure compliance by Holdings and the Subsidiaries and their respective directors, officers, employees and agents with Anti- Corruption Laws and applicable Sanctions.

Section 6.08 Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with IFRS (and applicable local standards) consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings or such Restricted Subsidiary, as the case may be.

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Section 6.09 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to, at the Borrowers’ expense (subject to the limitations below) visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Holdings; provided that excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give Holdings the opportunity to participate in any discussions with Holdings’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of Holdings, the Borrowers or any Restricted Subsidiary will be required to disclose, or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

Section 6.10 Covenant to Guarantee Obligations and Give Security. At the Borrowers’ expense, take all action necessary under any applicable Law or reasonably requested by the Administrative Agent to cause the Collateral and Guarantee Requirement (subject to the limitations and other agreements set forth therein and in the Collateral Documents) to continue to be satisfied at all times, and in furtherance of the foregoing in any event shall:

(a) furnish to the Administrative Agent and the Collateral Agent prompt written notice of any change in (i) the legal name of any Borrower, as set forth in its Organizational Documents, (ii) the jurisdiction of organization or the form of organization of any Borrower (including as a result of any merger or consolidation), (iii) the location of the chief executive office or the principal place of business of the Maltese Borrower, (iv) the “centre of main interests” (as such term is used in Article 3(1) of the Council of the European Union Regulation No. 1346/2000) of any Borrower, (v) the Maltese Borrower ceasing to be located in the District of Columbia for purposes of Section 9-307 of the UCC or (vi) the organizational identification number, if any, of any Borrower, and shall not effect or permit any change (A) referred to in clause (ii), unless the Administrative Agent shall have provided prior written consent thereto (such consent not to be unreasonably withheld or delayed) or (B) referred to in clause (i), (iii), (iv), (v) or (vi), unless the applicable Borrower shall have executed and delivered to the Collateral Agent all such documents or other instruments and taken all such actions as the Collateral Agent may reasonably request to ensure that the Collateral and Guarantee Requirement (subject to the limitations and other agreements set forth therein and in the Collateral Documents) shall continue to be satisfied in respect of such Borrower after giving effect to such change;

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(b) in the event of a formation or acquisition of any new direct or indirect Wholly Owned Subsidiary (in each case, other than an Excluded Subsidiary), the designation in accordance with the terms hereof of any existing direct or indirect Wholly Owned Subsidiary as a Restricted Subsidiary or any Wholly Owned Restricted Subsidiary otherwise ceasing to be an Excluded Subsidiary (including as a result of the occurrence of an excess referred to in clause (d) of the definition of Excluded Subsidiary), notify the Administrative Agent thereof as promptly as practicable and, within 60 days after such formation, acquisition, designation or occurrence (or such longer period as the Administrative Agent may agree in its reasonable discretion), cause the Collateral and Guarantee Requirement (subject to the limitations and other agreements set forth therein) to be satisfied with respect to such Wholly Owned Subsidiary; and

(c) in the case of any Wholly Owned Subsidiary that is an Excluded Subsidiary in reliance on clause (b)(x) or (g) of the definition of Excluded Subsidiary, or is subject to limitations under applicable Law (including in respect of financial assistance, corporate benefit or fraudulent preference) on its ability to provide a guarantee under the Master Guarantee Agreement, take all commercially reasonable actions (including the implementation of the so-called “whitewash procedures”, an amendment of the organizational documents of such Wholly Owned Subsidiary or authorization by action of its equityholders) available under applicable Law for the condition causing such Subsidiary to be an Excluded Subsidiary, or to be subject to such limitation, to cease to apply, except where, in the reasonable judgment of the Administrative Agent and the Holdings, the foregoing may not be achieved without undue cost or burden.

Section 6.11 Use of Proceeds. Use the proceeds of any Credit Extension solely in the manner set forth in Section 5.17.

Section 6.12 Further Assurances and Post-Closing Conditions. (a) Subject to the limitations and other agreements set forth in the definition of Collateral and Guarantee Requirement and in the Collateral Documents, promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing, recordation, registration, endorsement, notarization, stamping or notification of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances, notices, financing statements, filings, registrations, recordations, agreements and other documents and instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to grant, preserve, protect and perfect the creation, legality, validity, enforceability, perfection and priority of security interests created or intended to be created by the Loan Documents, and the rights and remedies created or intended to be created thereunder, and otherwise carry out more effectively the purposes of this Agreement and the Collateral Documents, including the payment of any fees and Taxes required in connection with the execution and delivery of any Collateral Document, the granting of any security interest thereunder and the filing, registering and recording of any financing statements, filings, registrations, recordations, agreements or other documents or instruments in connection with the foregoing.

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(b) Cause the Collateral and Guarantee Requirement to be satisfied in respect of each Subsidiary existing on the Closing Date that is organized under the Laws of Sweden or Spain within 60 days after the Closing Date (or such longer period as shall be reasonably acceptable to the Collateral Agent).

Section 6.13 [Reserved.]

Section 6.14 Payment of Taxes. Pay and discharge all Taxes imposed upon it or upon its income or profits, or upon any properties belonging to it, in each case on a timely basis, and all lawful claims which, if unpaid, may reasonably be expected to become a Lien upon any properties of Holdings or any of the Restricted Subsidiaries not otherwise permitted under this Agreement; provided that neither Holdings nor any of the Restricted Subsidiaries shall be required to pay any such Tax which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with IFRS or which could not reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Effect.

Section 6.15 Nature of Business. Not fundamentally and substantively alter the character of the business of Holdings and its Restricted Subsidiaries, taken as a whole, from the business conducted by Holdings and its Restricted Subsidiaries, taken as a whole, on the Closing Date and other business activities incidental, related or ancillary to any of the foregoing; provided that in no event shall Holdings or any Restricted Subsidiary operate or otherwise engage in any online gambling business.

Section 6.16 End of Fiscal Years; Fiscal Quarters. Not change its fiscal year from ending on December 31; provided, however, that Holdings may, upon written notice to the Administrative Agent, change the financial reporting convention specified above to any other financial reporting convention reasonably acceptable to the Administrative Agent (such consent not to be unreasonably withheld or delayed), in which case Holdings and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement and the other Loan Documents that they agree are necessary in order to reflect such change in financial reporting.

Section 6.17 Specified Deposit Accounts; Cash Management; Cash Dominion Period. (a) Cause the Google Entities to make all payments and remittances with respect to the Google Contract directly into the Specified German Collection Deposit Account, and cause the Apple Entities and the Facebook Entities to make all payments and remittances with respect to the Apple Contract or the Facebook Contract, as applicable, directly into the Specified Maltese Collection Deposit Account or the U.K. USD Concentration Deposit Account. Without limiting the foregoing, in the event that any such payment or remittance made by any Account Debtor is not made directly into a Specified Deposit Account, the applicable Borrower shall hold such payment or remittance in trust for the benefit of the Collateral Agent and, not later than the Business Day after receipt thereof, shall cause such payment or remittance to be deposited into a Specified Deposit Account in accordance with

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this Section. No later than the date that is 60 days following the Closing Date (or such longer period as shall be reasonably acceptable to the Administrative Agent), the Borrowers shall cause each Specified Deposit Account at all times to be (i) solely a collection account, and no Borrower shall make any disbursements or other direct payments therefrom and (ii) except in the case of the Specified Maltese Collection Deposit Account, maintained with a Lender. The German Borrower shall cause the transfer, at the end of each Business Day, of all funds on deposit in the Specified German Collection Deposit Account or credited thereto to the U.K. Euro Concentration Deposit Account (and the German Borrower shall maintain, and without the consent of the Collateral Agent shall not revoke or modify, a standing instruction to the Specified Deposit Account Bank in respect of the Specified German Collection Deposit Account with respect to such daily transfer). As soon as practicable following the date that the Specified Maltese Collection Deposit Account shall have become solely a collection account in accordance with the foregoing provisions of this Section 6.17(a) (but in any event no later than the date that is 60 days following the Closing Date (or such longer period as shall be reasonably acceptable to the Administrative Agent)), the Maltese Borrower shall cause the transfer, at the end of each Business Day, of all funds on deposit in the Specified Maltese Collection Deposit Account or credited thereto to the U.K. USD Concentration Deposit Account (and the Maltese Borrower shall maintain, and without the consent of the Collateral Agent shall not revoke or modify, a standing instruction to the Specified Deposit Account Bank in respect of the Specified Maltese Collection Deposit Account with respect to such daily transfer). Notwithstanding anything to the contrary contained herein, upon the commencement and during the continuance of an Account Debtor Payment Redirection Event, the Administrative Agent shall have the right to instruct, and upon receipt of a written request from the Administrative Agent the German Borrower shall cause, prior the date that is the later of (A) the 15th calendar day following receipt of such request and (B) the date the next scheduled payment or remittance by any Google Entity is due under the Google Contract, the Google Entities to make all payments and remittances with respect to the Google Contract directly into a concentration account located in Germany maintained by, in the name of and under the sole dominion and control of the Collateral Agent (the “JPM German Collection Deposit Account”), and the Collateral Agent shall cause the transfer, at the end of each Business Day, of all funds on deposit therein or credited thereto to the U.K. Euro Concentration Deposit Account.

(b) (i) Notwithstanding anything to the contrary in any Collateral Document, upon the commencement and during the continuance of a Cash Dominion Period and without further consent of the Borrowers, the Collateral Agent shall instruct any Specified Deposit Account Bank at which a Specified Deposit Account is maintained to transfer (whether or not there are then any outstanding Obligations), via ACH or wire transfer or as otherwise instructed by the Collateral Agent, on each Business Day (or with such other frequency as shall be specified by the Collateral Agent), any and all funds on deposit in or credited to any Specified Deposit Account and all payments and remittances by any Apple Entity, Facebook Entity or Google Entity under any Specified Contract standing to the credit of any Specified Deposit Account to (A) a concentration account maintained by, in the name of and under the sole dominion and control of the Administrative Agent (the “Concentration Account”) or (B) in the sole discretion of the Collateral Agent, (x) in the case of any such funds, payments or remittances on deposit in, credited to or standing to the credit of, the Specified German Collateral Deposit Account, to the U.K. Euro Concentration Deposit Account and (y) in the

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case of any such funds, payments or remittances on deposit in, credited to or standing to the credit of, the Specified Maltese Collateral Deposit Account, to the U.K. USD Concentration Deposit Account (and, in each such case, the Collateral Agent shall instruct the Specified Deposit Account Bank at which any such U.K. Concentration Deposit Account is maintained to subsequently transfer all such funds, payments or remittances to the Concentration Account in accordance with the foregoing provisions of this clause). In addition, upon the commencement and during the continuance of a Cash Dominion Period and without further consent of the Borrowers, the Collateral Agent shall transfer all amounts in the JPM German Collection Deposit Account to the Concentration Account.

(ii) The Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent. The Borrowers hereby acknowledge and agree that (i) the Borrowers have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in Section 2.05(b)(iii). In the event that, notwithstanding the provisions of this Section 6.17, during the continuation of any Cash Dominion Period, any Borrower receives or otherwise has dominion and control of any payments or remittances by any Apple Entity, Facebook Entity or Google Entity under any Specified Contract, such amounts shall be held in trust by such Borrower for the Collateral Agent, shall not be commingled with any of such Borrower’s other funds or deposited in any account of such Borrower and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Borrower may be instructed by the Collateral Agent.

(iii) So long as no Cash Dominion Period is continuing and subject to Sections 6.17(a) and 6.17(b), the Borrowers may direct, and shall have sole control over, the manner of disposition of (or shall have been granted a revocable consent by the Collateral Agent to use) funds in the Specified Deposit Accounts.

(iv) Any amounts received in the Concentration Account at any time (A) when all of the Obligations have been paid in full (other than contingent obligations not then due and payable and Obligations not then due and payable in respect of Secured Hedge Agreements or Secured Cash Management Agreements) and no Letter of Credit is outstanding that has not been Cash Collateralized in full or (B) when no Cash Dominion Period is continuing shall be remitted to the Specified Deposit Accounts of the Borrowers as directed by the Borrowers.

(v) The Collateral Agent shall promptly (but in any event within one Business Day) furnish written notice of any termination of a Cash Dominion Period to the Specified Deposit Account Banks for the Specified Deposit Accounts in respect of which the Collateral Agent shall have exercised its rights under clause (i) above.

Section 6.18 Borrowing Base Certificate; Field Examinations.

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(a) The Borrowers shall provide to the Administrative Agent within five days of (or, during any Enhanced Reporting Period, not later than the Friday immediately following) each Borrowing Base Reporting Date a Borrowing Base Certificate setting forth the calculation of the German Borrowing Base, the Maltese Borrowing Base, the Aggregate Borrowing Base and the Excess Availability as of such Borrowing Base Reporting Date, duly completed and executed by a Responsible Officer of each Borrower, together with all schedules and other information required pursuant to the terms of the Borrowing Base Certificate duly completed.

(b) The Borrowers shall furnish to the Administrative Agent promptly (and in any event within 10 Business Days of request) any information that the Administrative Agent may reasonably request regarding the determination and calculation of the German Borrowing Base, the Maltese Borrowing Base, the Aggregate Borrowing Base, the Excess Availability or the Borrowing Base General Eligibility Requirements, including (i) schedules, reconciliations and reports generated by the Borrowers’ internal “Qlikview” or “Sage Accpac” systems, (ii) the “Payments Report” related to the Facebook Contract, (iii) the “iTunes Connect Report” and the “Royalties Report” related to the Apple Contract, (iv) the “Google Play Earnings Report” and the “Daily Earnings Report” related to the Google Contract, (v) with respect to Eligible Borrowing Case Cash, supporting bank statements and (vi) to the extent any such items are no longer used by or made available to the Borrowers, any replacements or substitutions for any of the items in clauses (i) through (iv).

(c) The Borrowers shall permit the Administrative Agent, and its representatives and independent contractors, to carry out, at the Borrowers’ expense, field examinations and audits (each, a “Field Examination”) of the books and records and properties of the Borrowers relating to the Borrowers’ determination and computation of the German Borrowing Base or the Maltese Borrowing Base, as applicable, or any component thereof or to the Specified Contracts and of the related reporting and control systems, all at such time or times as may be reasonably requested by the Administrative Agent; provided that Field Examinations shall not be carried out more frequently than once in any calendar year; provided further that (x) at any time on or after the date on which Excess Availability shall have been less than the greater of (i) $15,000,000 and (ii) 15.0% of the Aggregate Revolving Credit Commitments for five consecutive Business Days, the Administrative Agent may carry out, at the Borrowers’ expense, two Field Examinations in any calendar year and (y) at any time during the continuation of an Event of Default, the Administrative Agent may carry out, at the Borrower’s expense, Field Examinations as frequently as determined by the Administrative Agent in its reasonable discretion.

Section 6.19 Specified Contracts. (a) Deliver to the Administrative Agent prompt written notice of:

(i) any Borrower entering into or otherwise becoming bound by any new Specified Contract, together with a true and complete copy thereof;

(ii) to the extent any Borrower has knowledge thereof, any material amendment, supplement or other modification of any existing Specified Contract or any material modification of any course of dealing under any Specified Contract,

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including any change in (A) the governing law of any Specified Contract, (B) the identity of the Account Debtors that are party to any Specified Contract, (C) the identity of the Payor Entity under any Specified Contract, (D) the address and contact information for notices to the Payor Entity, or any other Account Debtor, under any Specified Contract, (E) the frequency of payments and remittances made by the Account Debtors under any Specified Contract or (F) any change in the currency in which payments and remittances are made by the Account Debtors under any Specified Contract;

(iii) receipt of any notice from any Account Debtor that any Borrower (or any Affiliate thereof) has breached or failed to comply with any of its obligations under any Specified Contract, together with an explanation of any actions the applicable Borrower has taken, is taking or proposes to take with respect thereto; and

(iv) (A) any Borrower or, to the knowledge of Holdings and the Subsidiaries, any Account Debtor party to any Specified Contract failing to be in compliance in all material respects with its obligations under the Specified Contracts, or to the knowledge of Holdings and the Restricted Subsidiaries, the occurrence or existence of any other event or condition that could reasonably be expected to result in the Apple Contract, the Facebook Contract or the Google Contract being terminated or otherwise ceasing to be in effect, or any Borrower ceasing to be able to distribute its Games, and sell in-game virtual items, to the end-users through the applicable technology platform provided by Apple, Facebook or Google, as applicable, or (B) any contractual dispute between Holdings or any Subsidiary, on the one hand, and any Account Debtor, on the other.

(b) (i) Inform each employee of Holdings or any Restrictive Subsidiary who, as part of his or her ordinary course duties, interacts with any Apple Entity, Facebook Entity or Google Entity or otherwise is in a position to be aware of any amendment, supplement or modification referred to in clause (a)(ii) above, that Holdings and the Borrower are required, pursuant to the terms of this Agreement, to inform the Administrative Agent thereof and instruct each such individual to communicate, promptly upon becoming aware thereof, any such amendment, supplement or modification to a Responsible Officer of Holdings or any Borrower; and (ii) establish, maintain in effect and enforce procedures whereby, at least on a quarterly basis, there is an affirmative verification by Holdings and the Borrowers as to whether any such amendment, supplement or modification has occurred and, if any of the foregoing has occurred, whereby such occurrence is reported to the Administrative Agent promptly upon Holdings or any Borrower becoming aware thereof.

ARTICLE VII

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than Hedging Obligations, Cash Management Obligations and contingent indemnification obligations and other contingent obligations) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless such Letter of Credit has

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been Cash Collateralized in full), Holdings and the Borrowers shall not, nor shall they permit any of the Restricted Subsidiaries to, directly or indirectly:

Section 7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens created pursuant to the Loan Documents (including pursuant to Section 2.03(f)) to secure the Obligations;

(b) Liens existing on the Closing Date and set forth on Schedule 7.01 or, to the extent not listed in such Schedule, the property or assets subject thereto have a Fair Market Value on the Closing Date that does not exceed $2,000,000 in the aggregate; provided that (i) such Lien does not extend to any other property or asset of Holdings or any Restricted Subsidiary other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien and (B) the proceeds and products thereof, (ii) such Lien shall secure only those obligations that it secures on the Closing Date and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness permitted by Section 7.03 and (iii) such Lien does not extend to any Collateral;

(c) Liens for Taxes, assessments or governmental charges which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with IFRS;

(d) inchoate, statutory or common law Liens of landlords, lessors, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than 30 days or if more than 30 days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with IFRS;

(e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings or any Restricted Subsidiary;

(f) Liens incurred or deposits made to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money or Capitalized Leases), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

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(g) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of Holdings and its Restricted Subsidiaries, taken as a whole;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i) Liens securing Indebtedness permitted under Section 7.03(f) or 7.03(g); provided that (i) such Liens attach concurrently with or within 270 days after the acquisition, construction, repair, replacement, lease or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one creditor may be cross-collateralized to other financings of equipment provided by such creditor;

(j) leases, licenses, subleases, ground leases, sublicenses or cross licenses and Liens on the property covered thereby (including intellectual property), in each case, granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of Holdings and its Restricted Subsidiaries, taken as a whole, or (ii) secure any Indebtedness;

(k) Liens in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(l) Liens (i) of a collection bank (including those arising under Section 4-210 of the Uniform Commercial Code or any similar Law) on the items in the course of collection, (ii) in favor of a banking or other financial institution arising as a matter of law or standard terms and conditions (Allgemeine Geschaftsbedingung) used by a bank or other financial institution) encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters customary in the banking industry and (iii) attaching to commodity trading accounts, or other commodity brokerage accounts incurred in the ordinary course of business;

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(m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02 (other than solely from clause (f) thereof) to be applied against the purchase price for such Investment and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05 (other than solely from clause (e) thereof), in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(n) Liens in favor of Holdings or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(e) or other obligations of Holdings or any Restricted Subsidiary, provided that such Liens shall not extend to any Collateral;

(o) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to the terms of this Agreement), in each case after the Closing Date; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property covered by, or pursuant to the terms thereof required to be covered by, such Lien, securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured by such Lien is permitted under Section 7.03 and was not Incurred in contemplation of such acquisition or such Person becoming a Restricted Subsidiary;

(p) any interest or title of a lessor, licensor, sublessor or sublicensor under leases or subleases entered into by Holdings or any of its Restricted Subsidiaries in the ordinary course of business;

(q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Holdings or any of its Restricted Subsidiaries in the ordinary course of business;

(r) Liens that are contractual rights of set-off (or, in relation to clause (iii) below, in the case of Germany, also by way of operation of law) (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings or its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings or any Restricted Subsidiary in the ordinary course of business;

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(s) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings;

(t) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(u) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of Holdings or any Restricted Subsidiary;

(v) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit issued for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;

(w) the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) and (o) of this Section 7.01; provided that (i) such Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by, or required pursuant to the terms thereof to be covered by, such original Lien and (B) proceeds and products thereof; and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;

(x) ground leases in respect of real property on which facilities owned or leased by Holdings or any of its Subsidiaries are located;

(y) [reserved];

(z) Liens solely on any cash earnest money deposits made by Holdings or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(aa) Liens not otherwise permitted by this Section 7.01; provided that (i) such Liens do not extend to any Collateral and (ii) at the time of the incurrence of such Liens and the related Indebtedness and other obligations and after giving Pro Forma Effect thereto and the use of proceeds thereof, the aggregate outstanding amount of Indebtedness and other obligations secured by Liens permitted by this clause (aa) does not exceed the greater of (x) $25,000,000 and (y) 10.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such Lien is incurred based upon the Section 6.01 Financials most recently delivered on or prior to such date;

(bb) Liens securing Indebtedness permitted pursuant to Section 7.03; provided that (i) such Liens do not extend to any Collateral and (ii) after giving Pro Forma Effect to the Incurrence of such secured Indebtedness and any other transactions in connection therewith, the Total Senior Secured Leverage Ratio (calculated on a Pro Forma Basis) is not greater than 2.00:1.00;

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(cc) [reserved];

(dd) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents permitted under Section 7.02;

(ee) [reserved];

(ff) Liens on Equity Interests in joint ventures (other than Wholly Owned Restricted Subsidiaries); provided that any such Lien is in favor of a creditor or partner of such joint venture;

(gg) Liens on cash and Cash Equivalents used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder;

(hh) Liens given to a public utility or any municipality or governmental or other public authority when required by such utility or other authority in connection with the ordinary conduct of the business of Holdings or any Restricted Subsidiary; provided that such Liens do not materially interfere with the ordinary conduct of the business of Holdings or any Restricted Subsidiary;

(ii) servicing agreements, development agreements, site plan agreements, subdivision agreements and other agreements with Governmental Authorities pertaining to the use or development of any of the real property of Holdings or any Restricted Subsidiary, including any obligations to deliver letters of credit and other security as required thereunder; provided that the same do not materially interfere with the ordinary conduct of the business of Holdings or any Restricted Subsidiary; and

(jj) the right reserved to or vested in any Governmental Authority by any statutory provision or by the terms of any lease, license, franchise, grant or permit of Holdings or any Restricted Subsidiary, to terminate any such lease, license, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof; and

(kk) Liens securing Swap Agreements submitted for clearing in accordance with applicable Law.

Notwithstanding anything herein to the contrary, (i) neither Holdings nor any Restricted Subsidiary will create, incur, assume or permit to exist any Lien on the Equity Interests of any Borrower, other than nonconsensual Liens arising by operation of Law that are otherwise permitted by this Section and (ii) no Borrower will create, incur, assume or permit to exist any Lien on any Accounts arising under any Specified Contract, other than nonconsensual Liens arising by operation of Law that are otherwise permitted by this Section.

Section 7.02 Investments. Make or permit to exist any Investments, except:

(a) Investments by Holdings or a Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made;

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(b) loans or advances to officers, directors, partners, members and employees of Holdings (or any Parent Entity) or its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or any Parent Entity) (provided that the amount of such loans and advances shall be contributed to Holdings in cash as common equity (or any other form of equity reasonably satisfactory to the Administrative Agent) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount not to exceed the greater of (x) $5,000,000 and (y) 2.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such Investment is made (measured as of such date) based upon the Section 6.01 Financials most recently delivered on or prior to such date;

(c) asset purchases (including purchases of inventory, supplies and materials), the lease or sublease of any asset, or licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business;

(d) Investments by Holdings or a Restricted Subsidiary in any other Restricted Subsidiary; provided that such Restricted Subsidiary was a Restricted Subsidiary prior to such Investment;

(e) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business;

(f) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Section 7.01, 7.03 (other than 7.03(j)(iii)), 7.04, 7.05 (other than 7.05(e)) or 7.06), respectively; provided, however, that no Investments may be made solely pursuant to this Section 7.02(f);

(g) (i) Investments existing on the Closing Date and listed on Schedule 7.02 and (ii) Investments consisting of any modification, replacement, renewal, reinvestment or extension of any Investment permitted by clause (g)(i) existing on the Closing Date; provided that the aggregate amount of the Investments permitted pursuant to this Section 7.02(g) is not increased from the aggregate amount of such Investments on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by this Section 7.02;

(h) Investments in Swap Contracts permitted under Section 7.03(h);

(i) promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.05;

(j) [reserved];

(k) [reserved];

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(l) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices;

(m) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(n) any additional Investments (including Investments in minority or non-controlling investments, Investments in Unrestricted Subsidiaries and Investments in joint ventures or similar entities that do not constitute Restricted Subsidiaries); provided that the aggregate amount of any such Investment shall not cause the aggregate amount of all such Investments made pursuant to this Section 7.02(n), measured at the time such Investment is made, to exceed the sum of (i) the greater of (x) $30,000,000 and (y) 12.5% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such Investment is incurred based upon the Section 6.01 Financials most recently delivered on or prior to such date and (ii) the Available Equity Amount at such time;

(o) advances of payroll payments to employees, directors, consultants, independent contractors or other service providers of Holdings (or any Parent Entity) or the Restricted Subsidiaries or other advances of salaries or compensation to any such employees, directors, partners, members, consultants, independent contractors or other service providers, in each case in the ordinary course of business;

(p) Guarantee Obligations of Holdings or any Restricted Subsidiary in respect of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(q) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings (or any Parent Entity);

(r) contributions to a “rabbi” trust for the benefit of employees, directors, partners, members, consultants, independent contractors or other service providers of Holdings (or any Parent Entity) or the Restricted Subsidiaries or other grantor trust subject to claims of creditors in the case of a bankruptcy of Holdings (or any Parent Entity thereof);

(s) [reserved];

(t) Investments made to acquire, purchase, repurchase or retire Equity Interests of Holdings (or any Parent Entity thereof) owned by any employee stock ownership plan or similar plan of Holdings (or any Parent Entity thereof) or any Restricted Subsidiary;

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(u) Investments held by any Person acquired by Holdings or a Restricted Subsidiary after the Closing Date or of any Person (other than an Unrestricted Subsidiary) merged into Holdings or merged, amalgamated or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, amalgamation, merger or consolidation; and

(v) new Restricted Subsidiaries of Holdings may be established or created if Holdings and such Restricted Subsidiary comply with the requirements of Section 6.10, if applicable; provided that, in each case, to the extent such new Restricted Subsidiary is created solely for the purpose of consummating an acquisition permitted by this Section 7.02, and such new Restricted Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such acquisition, such new Restricted Subsidiary shall not be required to take the actions set forth in Section 6.10 until such acquisition is consummated (at which time the surviving entity of such acquisition shall be required to so comply in accordance with the provisions thereof);

(w) [reserved];

(x) non-cash Investments in connection with tax planning and reorganization activities; provided that after giving effect to any such activities, the security interests of the Lenders in the Collateral are not impaired;

(y) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, intellectual property, or other rights, in each case in the ordinary course of business; and

(z) additional Investments (including the purchase or other acquisition of assets constituting substantially all the assets of, or substantially all the assets of a business unit, a line of business or division of, any Person, or Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary of Holdings, including as a result of a merger or consolidation (each, a “Permitted Acquisition”)); provided that (i) the Payment Conditions shall have been satisfied with respect thereto and (ii) in the case of a Permitted Acquisition, immediately before and after giving Pro Forma Effect thereto, (A) no Event of Default pursuant to clause (a), (f) or (g) of Section 8.01 shall have occurred and be continuing and (B) Holdings and the Restricted Subsidiaries, taken as a whole, shall be in compliance with Section 6.15.

Section 7.03 Indebtedness. Incur any Indebtedness, except:

(a) Indebtedness of the Borrowers and the other Loan Parties under the Loan Documents (including pursuant to Sections 2.14 and 2.15);

(b) [reserved];

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(c) Indebtedness (i) listed on Schedule 7.03 and any Permitted Refinancing Indebtedness thereof and (ii) that is intercompany Indebtedness among Holdings and the Restricted Subsidiaries outstanding on the date hereof; provided that any intercompany Indebtedness of any Borrower owing to Holdings or any other Restricted Subsidiary (other than a Borrower) shall be subordinated in right of payment to the Obligations in a manner reasonably satisfactory to the Administrative Agent;

(d) Guarantee Obligations of Holdings and its Restricted Subsidiaries in respect of Indebtedness of any Restricted Subsidiary otherwise permitted hereunder; provided that (i) if the Indebtedness being guaranteed is subordinated in right of payment to the Obligations, such Guarantee Obligation shall be subordinated in right of payment to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness, (ii) no Guarantee Obligations of Holdings shall be permitted unless Holdings shall have also provided a Guarantee of the Obligations and (iii) no Guarantee Obligations of any Restricted Subsidiary in respect of any Indebtedness of Holdings or a Loan Party shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations;

(e) Indebtedness of Holdings or any Restricted Subsidiary owing to Holdings or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that any such Indebtedness of any Borrower owing to Holdings or any other Restricted Subsidiary shall be subordinated in right of payment to the Obligations in a manner reasonably satisfactory to the Administrative Agent;

(f) (i) Capitalized Lease Obligations and other Indebtedness financing the acquisition, construction, repair, replacement, lease or improvement of fixed or capital assets; provided that (x) such Indebtedness is Incurred concurrently with or within 270 days after the applicable acquisition, construction, repair, replacement, lease or improvement and (y) after giving effect to such Incurrence, the aggregate principal amount of Indebtedness outstanding pursuant to this clause (i), together with the aggregate principal amount of Permitted Refinancing Indebtedness (in respect of Indebtedness Incurred under this clause (i)) outstanding pursuant to clause (iii) below, shall not exceed the greater of (a) $25,000,000 and (b) 10.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such Indebtedness is Incurred based upon the Section 6.01 Financials most recently delivered on or prior to such date, (ii) Capitalized Lease Obligations arising out of Permitted Sale Leasebacks in an aggregate principal amount, together with the aggregate principal amount of Permitted Refinancing Indebtedness (in respect of Indebtedness Incurred under this clause (ii)) outstanding pursuant to clause (iii) below, not to exceed the greater of (x) $20,000,000 and (y) 8.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such Capitalized Lease Obligation is Incurred based upon the Section 6.01 Financials most recently delivered on or prior to such date and (iii) any Permitted Refinancing Indebtedness of any Indebtedness set forth in the immediately preceding clauses (i) and (ii);

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(g) (i) Indebtedness of any Restricted Subsidiary arising under Capitalized Leases, other than Capitalized Leases in effect on the Closing Date (and set forth on Schedule 7.03) or Capitalized Leases entered into pursuant to Section 7.03(f); provided that at the time of Incurrence thereof and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Indebtedness under this clause (i), together with the aggregate principal amount of Permitted Refinancing Indebtedness outstanding pursuant to clause (ii) below, shall not exceed the greater of (x) $10,000,000 and (y) 4.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such Indebtedness is Incurred based upon the Section 6.01 Financials most recently delivered on or prior to such date; and (ii) any Permitted Refinancing Indebtedness Incurred to refinance such Indebtedness;

(h) Indebtedness in respect of Swap Contracts Incurred in the ordinary course of business and not for speculative purposes;

(i) [reserved];

(j) (i) Indebtedness representing deferred compensation to employees, directors, consultants, partners, members, contract providers, independent contractors or other service providers of Holdings (or any Parent Entity thereof) and the Restricted Subsidiaries Incurred in the ordinary course of business and (ii) other similar arrangements Incurred by Holdings or the Restricted Subsidiaries in connection with Permitted Acquisitions or other Investments expressly permitted under Section 7.02 (other than solely from clause (f) thereof);

(k) [reserved];

(l) unsecured Indebtedness consisting of promissory notes issued by Holdings or its Restricted Subsidiaries to current or former officers, managers, consultants, directors, employees, partners, members and other service providers (or their respective Immediate Family Members) to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings (or any Parent Entity thereof to the extent such Parent Entity uses the proceeds to finance the purchase or redemption (directly or indirectly) of its Equity Interests), in each case to the extent permitted by Section 7.06;

(m) Cash Management Obligations and other Indebtedness in respect of netting services, ACH arrangements, overdraft protections and similar arrangements, in each case in connection with deposit accounts incurred in the ordinary course of business;

(n) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business;

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(o) Indebtedness Incurred by Holdings or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, banker’s acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business (and not in respect of Indebtedness), including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;

(p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by Holdings or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

(q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit.

(r) (i) Indebtedness Incurred by Holdings or a Non-Loan Party Subsidiary, and Guarantee Obligations Holdings or of Non-Loan Party Subsidiaries in respect thereof, in each case, in connection with working capital and other similar facilities; provided that the aggregate principal amount of Indebtedness, measured at the time of Incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, of Non-Loan Parties pursuant to this clause (i), together with the aggregate principal amount of Permitted Refinancing Indebtedness outstanding pursuant to clause (ii) below, shall not exceed the greater of (x) $10,000,000 and (y) 4.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such Indebtedness is Incurred (measured as of such date) based upon the Section 6.01 Financials most recently delivered on or prior to such date; and (ii) any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness;

(s) additional Indebtedness in an aggregate principal amount, measured at the time of Incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, not to exceed the greater of (x) $50,000,000 and (y) 20.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such Indebtedness is Incurred (measured as of such date) based upon the Section 6.01 Financials most recently delivered on or prior to such date;

(t) Indebtedness Incurred to finance a Permitted Acquisition (or similar Investment); provided that (i) immediately before and immediately after giving Pro Forma Effect to any such Permitted Acquisition (or similar Investment), no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.01 shall have occurred and be continuing, (ii) Holdings and each Borrower shall, and shall cause its Subsidiaries to, comply with the Collateral and Guarantee Requirement and Sections 6.10 and 6.12, (iii) no portion of such Indebtedness shall mature, and no scheduled principal payments in respect thereof shall be payable (other than customary amortization payments), prior to the Latest Maturity Date, and (iv) at the time of the Incurrence thereof and after giving Pro Forma Effect thereto and the use of the proceeds thereof,

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the Interest Coverage Ratio (calculated on a Pro Forma Basis) is either (x) not less than 2.00:1.00 or (y) greater than or equal to the Interest Coverage Ratio of Holdings immediately prior to such transactions;

(u) [reserved];

(v) [reserved];

(w) Indebtedness of Holdings or any Restricted Subsidiary, so long as (i) the Payment Conditions shall have been satisfied at the time of Incurrence thereof after giving effect thereto, (ii) the maturity date of such Indebtedness is after the Latest Maturity Date and (iii) no scheduled principal payments are payable in respect of such Indebtedness prior to the Latest Maturity Date (other than customary amortization payments);

(x) Guarantee Obligations Incurred in the ordinary course of business in respect of obligations to suppliers, lessors, licensees or sublicensees; provided that any such Guarantee Obligations described in Section 7.03(d) shall be subject to the proviso set forth therein;

(y) unsecured Indebtedness in respect of obligations of Holdings or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services, provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money;

(z) Indebtedness arising from agreements of Holdings or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (including earn-outs), in each case entered into in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Equity Interests permitted hereunder;

(aa) [reserved];

(bb) [reserved]; and

(cc) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (bb) above.

For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (cc) above, Holdings shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that (i) all Indebtedness outstanding under the Loan Documents will be deemed to have been Incurred in reliance only on the exception in clause

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(a) of this Section 7.03, (ii) for purposes of determining whether an item of Indebtedness meets the criteria of any category of Indebtedness described in clauses (a) through (cc) above at the time of any reclassification thereof, the portion of such item of Indebtedness to be reclassified will be deemed to have been Incurred on the date of such reclassification and (iii) any Lien securing any item of Indebtedness that is reclassified must be permitted under Section 7.01 after giving effect to such reclassification.

Section 7.04 Fundamental Changes. Merge, dissolve, liquidate or consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired), taken as a whole, to or in favor of any Person, except that:

(a) Holdings may merge, amalgamate or consolidate with or into any other Person (other than a Borrower) or, in connection with a Qualifying IPO, liquidate into the issuing entity, or otherwise convey, sell, assign or transfer all or substantially all of its assets or property; provided that (i) Holdings shall be the continuing or surviving Person or, in the case of a merger, amalgamation or consolidation where Holdings is not the continuing or surviving Person or where Holdings has been liquidated, or in connection with a conveyance, sale, assignment or transfer of all or substantially all of its assets, the Person formed by or surviving any such merger, amalgamation or consolidation or the Person into which Holdings has been liquidated or to which Holdings has transferred such assets shall be an entity organized or existing under the laws of the United States or any member of the European Union (Holdings or such Person, as the case may be, being herein referred to as the “Successor Holdings”), (ii) the Successor Holdings (if other than Holdings) shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents pursuant to a written agreement in form and substance reasonably satisfactory to the Administrative Agent, (iii) if such merger, amalgamation, consolidation, conveyance, sale, assignment or transfer involves Holdings and a Person that, prior to the consummation of such merger, amalgamation, consolidation, conveyance, sale, assignment or transfer, is not a Restricted Subsidiary of Holdings (A) no Event of Default has occurred and is continuing at the date of such merger, amalgamation, consolidation, conveyance, sale, assignment or transfer or would result from the consummation of such merger, amalgamation, consolidation, conveyance, sale, assignment or transfer, (B) each Guarantor, unless it is the other party to such merger, amalgamation, consolidation, conveyance, sale, assignment or transfer or unless the Successor Holdings is Holdings, shall have confirmed by reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent that its Guarantee and, in the case of any Borrower, its grant of Liens under the Collateral Documents shall continue in full force and effect and shall apply to the Successor Holdings’ obligations under the Loan Documents and (C) if reasonably requested by the Administrative Agent, an opinion of counsel shall have been provided to the effect that such merger, amalgamation, consolidation, liquidation, conveyance, sale, assignment or transfer does not breach or result in a default under this Agreement or any other Loan Document, in form and substance reasonably satisfactory to the Administrative Agent, and (iv) the Successor Holdings shall, immediately following such merger, amalgamation, consolidation, liquidation, conveyance, sale, assignment

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or transfer directly or indirectly own all Subsidiaries (unless merged with and into Holdings) owned by Holdings immediately prior to such merger, amalgamation, consolidation, liquidation, conveyance, sale, assignment or transfer; provided, further, that if the foregoing are satisfied, the Successor Holdings (if other than Holdings) will succeed to, and be substituted for, Holdings under this Agreement;

(b) any Subsidiary (other than a Borrower) or any other Person (other than Holdings or a Borrower) may be merged, amalgamated or consolidated with or into, or convey, sell, assign or transfer all or substantially all of its business units, assets or other properties to, a Borrower; provided that (i) such Borrower shall be the continuing or surviving Person and shall continue to be an entity organized or existing under the laws of Malta, in the case of the Maltese Borrower, or Germany, in the case of the German Borrower, (ii) no Event of Default has occurred and is continuing at the date of such merger, amalgamation, consolidation, conveyance, sale, assignment or transfer or would result therefrom, (iii) if reasonably requested by the Administrative Agent, an opinion of counsel shall have been delivered to the Administrative Agent to the effect that such merger, amalgamation, consolidation, conveyance, sale, assignment or transfer does not breach or cause a default under this Agreement or any other Loan Document, in form and substance reasonably satisfactory to the Administrative Agent, (iv) each Guarantor shall have confirmed by a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent that its Guarantee and, in the case of any Borrower, its grant of Liens under the Collateral Documents shall continue in full force and effect and shall continue to apply to such Borrower’s obligations under the Loan Documents and (v) such merger, amalgamation, consolidation, conveyance, sale, assignment or transfer shall be permitted under Section 7.02 (other than solely from clause (f) thereof);

(c) any Subsidiary (other than a Borrower) or any other Person (other than Holdings or a Borrower) may be merged, amalgamated or consolidated with or into any one or more Restricted Subsidiaries (other than a Borrower) or any Restricted Subsidiary (other than a Borrower) may convey, sell, assign or transfer all or substantially all of its business units, assets or other properties; provided that (i) in the case of any merger, amalgamation, consolidation, conveyance, sale, assignment or transfer involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving corporation or the transferee of such assets or (B) Holdings and the Borrowers shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation, consolidation, conveyance, sale, assignment or transfer (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) if such merger, consolidation, conveyance, sale, assignment or transfer involves a Restricted Subsidiary and a Person that, prior to the consummation of such merger, consolidation, conveyance, sale, assignment or transfer, is not a Restricted Subsidiary, such merger, consolidation, conveyance, sale, assignment or transfer shall be permitted under Section 7.02 (other than solely from clause (f) thereof) and (iii) in the case of any merger, amalgamation, consolidation, conveyance, sale, assignment or transfer involving one or more Guarantors, (A) a Guarantor shall be the continuing or surviving corporation or the transferee of such assets (or Holdings and the Borrowers shall take all steps necessary to cause the

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Person formed by or surviving any such merger, amalgamation, consolidation, conveyance, sale, assignment or transfer (if other than a Guarantor) to become a Guarantor) and (B) each Guarantor shall have confirmed by a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent that its Guarantee and, in the case of any Borrower, its grant of Liens under the Collateral Documents shall continue in full force and effect;

(d) any Restricted Subsidiary (other than a Borrower) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Restricted Subsidiary;

(e) Holdings or any Restricted Subsidiary (other than a Borrower) may effect a merger, dissolution, liquidation, consolidation or amalgamation to effect a Disposition permitted pursuant to Section 7.05 (other than solely from clause (e) thereof);

(f) any Restricted Subsidiary (other than a Borrower) may liquidate or dissolve if Holdings determines in good faith that such liquidation or dissolution is in the best interests of Holdings and is not materially disadvantageous to the Lenders; and

(g) any Restricted Subsidiary (other than a Borrower) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 7.02 (other than solely from clause (f) thereof); provided that the continuing or surviving Person shall be a Restricted Subsidiary.

Notwithstanding anything herein to the contrary, in the case of any merger, amalgamation or consolidation involving, the liquidation or dissolution of, or any conveyance, sale, assignment, novation or transfer of assets by, any Guarantor, the Maltese Borrower and each Guarantor organized or existing under the laws of Malta shall have provided its express consent to such merger, amalgamation, consolidation, liquidation, dissolution, conveyance, sale, assignment, novation or transfer, and confirmed by a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent that its Guarantee and, in the case of the Maltese Borrower, its grant of Liens under the Collateral Documents, shall continue in full force and effect.

Section 7.05 Dispositions. Make any Disposition, except:

(a) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of Holdings and its Restricted Subsidiaries;

(b) Dispositions of inventory and other assets in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned in the ordinary course of business);

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(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased);

(d) Dispositions of property to a Restricted Subsidiary, other than Dispositions by a Borrower of any Accounts arising under any Specified Contract;

(e) Dispositions in the form of Investments permitted by Section 7.02 (other than solely from Section 7.02(f)), in the form of mergers and other transactions permitted by Section 7.04, in the form of Restricted Payments permitted by Section 7.06 (if not a disposition of Accounts arising under any Specified Contract) and in the form of Liens permitted by Section 7.01;

(f) subject to compliance with Section 6.17, Dispositions of Cash Equivalents;

(g) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of Holdings and its Restricted Subsidiaries, taken as a whole;

(h) transfers of property subject to Casualty Events upon receipt of the net cash proceeds of such Casualty Event;

(i) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between the joint venture parties set forth in, joint venture arrangements and similar binding arrangements;

(j) Dispositions of accounts receivable (other than Dispositions by a Borrower of Accounts arising under any Specified Contract) in the ordinary course of business in connection with the collection or compromise thereof;

(k) the unwinding of any Swap Contract pursuant to its terms;

(l) Permitted Sale Leasebacks;

(m) Dispositions not otherwise permitted pursuant to this Section 7.05 (other than any Disposition by a Borrower of Accounts arising under any Specified Contract; provided that this parenthetical shall not exclude any such Disposition that constitutes all Accounts arising under one or more Specified Contracts if (x) the Borrowers shall deliver an updated Borrowing Base Certificate giving Pro Forma Effect to such Disposition and (y) after giving Pro Forma Effect to such Disposition and the use of proceeds thereof, (I) the German Revolving Credit Exposure of all Revolving Credit Lenders does not exceed the German Borrowing Base, (II) the Maltese Revolving Credit Exposure of all Revolving Credit Lenders does not exceed the Maltese Borrowing Base and (III) the Aggregate Revolving Credit Exposure of all Revolving Credit Lenders does not exceed the Maximum Credit), if such Disposition

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shall be for Fair Market Value; provided that (i) with respect to any Disposition pursuant to this clause (m) for a purchase price in excess of the greater of (x) $5,000,000 and (y) 2.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such Disposition is made based upon the Section 6.01 Financials most recently delivered on or prior to such date, Holdings or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided, further, that, for purposes of determining what constitutes cash and Cash Equivalents under this clause (i), (A) any liabilities (as shown on Holdings’ or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which Holdings and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing shall be deemed to be cash, (B) any securities received by Holdings or such Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition shall be deemed to be cash and (C) any Designated Non-Cash Consideration received by Holdings or such Restricted Subsidiary in respect of the applicable Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is outstanding at the time such Designated Non-Cash Consideration is received, not in excess of the greater of (x) $15,000,000 and (y) 6.0% of Consolidated Total Assets (measured as of the date such Disposition is made based upon the Section 6.01 Financials most recently delivered on or prior to such date) at the time of the receipt of such Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash, and (ii) before and after giving effect to any such Disposition, no Event of Default shall have occurred and be continuing (other than with respect to a Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default existed or would have resulted from such Disposition);

(n) [reserved];

(o) Dispositions listed on Schedule 7.05; and

(p) the Disposition of the Equity Interests in, Indebtedness of, or other securities issued by, an Unrestricted Subsidiary.

Section 7.06 Restricted Payments. Make, directly or indirectly, any Restricted Payment, except:

(a) each Restricted Subsidiary may make Restricted Payments to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non- Wholly Owned Restricted Subsidiary, to any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary (other than Holdings) on a pro rata basis based on their relative ownership interests of the relevant class of Equity Interests);

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(b) (i) Holdings may (or may make Restricted Payments to permit any Parent Entity to) (and the Restricted Subsidiaries may make Restricted Payments to permit Holdings to) redeem in whole or in part any of its Equity Interests for another class of its (or such Parent Entity’s) Equity Interests or rights to acquire its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Equity Interests are at least as advantageous to the Lenders as those contained in the Equity Interests redeemed thereby and (ii) Holdings may declare and make any Restricted Payment payable solely in Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of Holdings;

(c) Holdings may (and the Restricted Subsidiaries may make Restricted Payments to permit Holdings to) pay the 2013 Distribution to its equity holders (including related payments to the holders of options and similar rights), with such payment to be made on or prior to March 31, 2014; provided that any portion of the 2013 Distribution that is required to be used by Holdings (or any Parent Entity) to make deferred payments to any holders of options or similar rights that are subject to vesting made be made after March 31, 2014, with such portion of the 2013 Distribution to be paid as such options vest;

(d) to the extent constituting Restricted Payments, Holdings and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Sections 7.02 (other than clause (f) thereof), 7.04, 7.07(d), 7.07(h) and 7.07(j);

(e) repurchases of Equity Interests in the ordinary course of business in Holdings (or any Parent Entity) or any Restricted Subsidiary deemed to occur upon exercise, vesting and/or settlement of Equity Interests if such Equity Interests represent a portion of the exercise price thereof or any portion of required withholding or similar taxes due upon the exercise, vesting and/or settlement thereof;

(f) Holdings or any Restricted Subsidiary may, in good faith, pay (or make Restricted Payments to allow Holdings or any Parent Entity to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of it or any Parent Entity (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Equity Interests) held by any future, present or former employee, director, officer or other individual service provider (or any Immediate Family Members of any of the foregoing) of Holdings (or any Parent Entity) or any of its Subsidiaries pursuant to any employee, management or director equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement (including any stock option or stock appreciation or similar rights plan, any management, director and/or employee stock ownership or equity-based incentive plan, stock subscription plan, employment

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termination agreement or any other employment agreements or equity holders’ agreement) with any employee, director, officer or other individual service provider of Holdings (or any Parent Entity) or any Subsidiary; provided that any such payments, measured at the time made, do not exceed (i) $10,000,000 in any fiscal year, plus (ii) all net cash proceeds obtained by any Parent Entity (and contributed to Holdings) or Holdings during such calendar year from the sale of such Equity Interests to other present or former officers, employees, directors and other individual service provider in connection with any of the agreements or plans referred to above in this Section 7.06(f), plus (iii) all net cash proceeds obtained from any key-man life insurance policies received by Holdings during such calendar year; provided that any unused portion of the preceding basket calculated pursuant to clauses (i) through (iii) above for any fiscal year may be carried forward to succeeding fiscal years; provided, further, that cancellation of Indebtedness owing to Holdings (or any Parent Entity) or any of its Subsidiaries from employees, directors, officers or other individual service provider of Holdings, any Parent Entity or any Restricted Subsidiaries in connection with a repurchase of Equity Interests of any Parent Entity will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement;

(g) Holdings and its Restricted Subsidiaries may make Restricted Payments to any Parent Entity (and any Restricted Subsidiary may make Restricted Payments to Holdings):

(i) the proceeds of which will be used to pay the portion of any consolidated, combined or similar income tax liability attributable to the income of Holdings or its Subsidiaries; provided that (x) no such payments shall exceed the income tax liability that would have been imposed on Holdings and/or the applicable Subsidiaries had such entity(ies) paid such taxes on a stand-alone basis and (y) any such payments attributable to an Unrestricted Subsidiary shall be limited to the amount of any cash paid by such Unrestricted Subsidiary to Holdings or any Restricted Subsidiary for such purpose;

(ii) the proceeds of which shall be used to pay such Holdings’ or such Parent Entity’s operating costs and expenses incurred in the ordinary course of business, other overhead costs and expenses and fees (including administrative, legal, accounting and similar expenses provided by third parties as well as trustee, directors and general partner fees) which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of Holdings and its Subsidiaries (including any reasonable and customary indemnification claims made by directors or officers of Holdings or such Parent Entity attributable to the direct or indirect ownership or operations of Holdings and its Subsidiaries) and fees and expenses otherwise due and payable by Holdings or any Restricted Subsidiary and permitted to be paid by Holdings or such Restricted Subsidiary under this Agreement, in an aggregate amount pursuant to this clause (ii) not to exceed $5,000,000 in any fiscal year;

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(iii) the proceeds of which shall be used to pay franchise and excise taxes, and other fees and expenses, required to maintain Holdings’ or such Parent Entity’s (or any of its direct or indirect parents’ of which Holdings is a Wholly Owned Subsidiary) existence;

(iv) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings or such Parent Entity shall, immediately following the closing thereof, cause all property acquired (whether assets or Equity Interests) to be held by or contributed to Holdings or a Restricted Subsidiary and, if such property acquired consists of assets other than Equity Interests, Holdings shall immediately cause such assets to be contributed to a Restricted Subsidiary;

(v) the proceeds of which shall be used to pay customary costs, fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering, refinancing, issuance, incurrence, Disposition, acquisition or Investment permitted by this Agreement; and

(vi) the proceeds of which shall be used to pay customary salary, compensation, bonus and other benefits payable to officers, employees, consultants and other service providers of Holdings or any Parent Entity to the extent such salaries, compensation, bonuses and other benefits are attributable to the ownership or operation of Holdings and its Restricted Subsidiaries;

(h) Holdings or any Restricted Subsidiary may pay any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement;

(i) Holdings or any Restricted Subsidiary may (i) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms;

(j) in addition to the foregoing Restricted Payments (i) Holdings or any Restricted Subsidiary may make additional Restricted Payments so long as the Payment Conditions shall have been satisfied with respect thereto at the time of such Restricted Payments, (ii) Holdings may make (and any Restricted Subsidiary may make Restricted Payments to Holdings to allow Holdings to make) additional Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Equity Amount at the time such Restricted Payments are made and (iii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, Holdings may make (and any Restricted Subsidiary may make Restricted Payments to Holdings to allow Holdings to make) additional Restricted Payments, measured at the time made, in an aggregate amount not to exceed $15,000,000; and

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(k) the declaration and payment by Holdings of (and the making by any Restricted Subsidiary of Restricted Payments to Holdings to allow Holdings to pay) dividends on the common stock or common equity interests of Holdings following a public offering of such common stock or common equity interests, in an amount not to exceed 6% of the proceeds received by or contributed to Holdings in or from any public offering in any fiscal year

Section 7.07 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Holdings, whether or not in the ordinary course of business, other than:

(a) transactions between or among Holdings or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction;

(b) transactions on terms substantially as favorable to Holdings or such Restricted Subsidiary as would be obtainable by Holdings or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate;

(c) [reserved];

(d) [reserved];

(e) Restricted Payments permitted under Section 7.06;

(f) loans and other transactions by and among Holdings and/or one or more Subsidiaries to the extent permitted under this Article VII;

(g) employment, compensation, severance or termination arrangements between any Parent Entity, Holdings or any of its Subsidiaries and their respective officers, employees and consultants (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former employees, officers, directors and consultants and stock option or incentive plans and other compensation arrangements) in the ordinary course of business and transactions pursuant to management equity plans, stock option plans and other employee benefit plans, agreements and arrangements;

(h) the payment of (x) customary fees to directors, officers, managers, employees, consultants and other service providers of Holdings and its Restricted Subsidiaries or any Parent Entity in the ordinary course of business to the extent attributable to the ownership or operation of Holdings and its Restricted Subsidiaries and (y) reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers, managers, employees, consultants, partners, members and other service providers of Holdings and its Restricted Subsidiaries or any Parent Entity in the ordinary course of business to the extent attributable to the ownership or operation of Holdings and its Restricted Subsidiaries;

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(i) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.07 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect;

(j) customary payments by Holdings and any Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved, as applicable pursuant to requirements of law or the relevant constituent documents of Holdings or such Restricted Subsidiary, by the majority of the members of the Board of Directors or a majority of the disinterested members of the Board of Directors of Holdings in good faith and such payments shall not exceed 1% of the transaction value for each such transaction;

(k) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”, other than any management, monitoring, transaction, advisory or similar fees payable to any Permitted Holder or any of its Affiliates;

(l) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings (or any Parent Entity) to any Permitted Holder or to any former, current or future director, manager, officer, partner, member, employee, consultant or other service provider (or any Affiliate of any of the foregoing) of Holdings (or any Parent Entity), the Borrowers, any of the Restricted Subsidiaries or any direct or indirect parent thereof;

(m) any issuance of Equity Interests, or other payments, awards or grants in cash, securities, Equity Interests or otherwise pursuant to, or the funding of, employment arrangements, compensation arrangements, stock options and stock ownership plans, and other employee benefit plans approved by the Board of Directors of any Parent Entity or Holdings, as the case may be;

(n) transactions with Wholly Owned Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the ordinary course of business in a manner consistent with prudent business practice followed by companies in the industry of Holdings and its Subsidiaries;

(o) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business and in a manner consistent with prudent business practice followed by companies in the industry of Holdings and its Subsidiaries; and

(p) to the extent not prohibited by Sections 7.06(g)(i) and (iii), payments by any Parent Entity, Holdings and the Restricted Subsidiaries pursuant to Tax sharing agreements among any such Parent Entity, Holdings and the Restricted Subsidiaries

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on customary terms; provided that payments by Holdings and the Restricted Subsidiaries under any such Tax sharing agreements shall not exceed the excess (if any) of the amount they would pay on a standalone basis over the amount they actually pay to Governmental Authorities.

Section 7.08 Prepayments, Etc., of Indebtedness.

(a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Junior Financing (it being understood that payments of regularly scheduled interest under the Junior Financing Documents relating to such Junior Financing shall be permitted), except for (i) the Refinancing thereof with Permitted Refinancing Indebtedness, (ii) the conversion thereof to Equity Interests (other than Disqualified Equity Interests) of Holdings or any Parent Entity, (iii) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount not to exceed the Available Equity Amount, (iv) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity so long as the Payment Conditions have been satisfied at the time of such prepayment, redemption, purchase, defeasances or other payment and (v) prepayments, redemptions, purchases, defeasances and other payments thereof prior to their scheduled maturity in an aggregate amount, measured at the time of payment, not to exceed the greater of (x) $7,500,000 and (y) 3.0% of Consolidated Total Assets as of the end of the Test Period most recently ended on or prior to the date such prepayment, redemption, purchase, defeasance or other payment is made based upon the Section 6.01 Financials most recently delivered on or prior to such date;

(b) amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of the Junior Financing Documents without the consent of the Required Lenders.

Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 7.08 shall prohibit (i) the repayment or prepayment of intercompany Indebtedness owed among Holdings and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the Borrower Agent has received a notice from the Collateral Agent instructing it not to make or permit Holdings and/or the Restricted Subsidiaries to make any such repayment or prepayment or (ii) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 7.03 after giving effect to such transfer.

Section 7.09 [Reserved].

Section 7.10 Negative Pledge. Enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations or under the Loan Documents; provided that the foregoing shall not apply to:

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(a) restrictions and conditions imposed by (i) Law or (ii) any Loan Document;

(b) customary restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;

(c) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is or are to be sold and such sale is permitted hereunder;

(d) customary provisions in leases, licenses and other contracts restricting the assignment thereof;

(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;

(f) [reserved];

(g) [reserved];

(h) restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business (or other restrictions constituting Liens permitted hereunder);

(i) restrictions set forth on Schedule 7.11 and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of any such restriction or condition;

(j) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted by Section 7.02 and applicable solely to such joint venture and entered into in the ordinary course of business;

(k) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03(f) or 7.03(g), but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness;

(l) [reserved];

(m) customary net worth provisions contained in real property leases entered into by a Borrower, so long as such Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers to meet their ongoing obligations; and

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(n) provisions restricting the granting of a security interest in intellectual property contained in licenses or sublicenses by Holdings and its Restricted Subsidiaries of such intellectual property, which licenses and sublicenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such intellectual property).

Section 7.11 Financial Covenant. Permit the Fixed Charge Coverage Ratio for any Test Period to be less than 1.00 to 1.00; provided that such Fixed Charge Coverage Ratio will only be tested as of the last day of the Test Period ending on or immediately prior to the date on which a Covenant Trigger Period shall have commenced and shall continue to be tested as of the last day of each Test Period thereafter until such Covenant Trigger Period is no longer continuing.

Section 7.12 Use of Proceeds. Neither Borrower will request any Borrowing or Letter of Credit, and neither Borrower shall use, and Holdings shall procure that the Restricted Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Section 7.13 Agency Agreement. Neither Borrower shall:

(a) waive any rights under or amend, supplement, modify, novate, repudiate, rescind or otherwise terminate, or permit to be terminated, the Agency Agreement to the extent that any such action could reasonably be expected to have an adverse effect on the interests of the Lenders, without the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided that the Agency Agreement may be extended or replaced in accordance with the proviso to Section 7.13(b);

(b) permit the Agency Agreement to expire prior to the Maturity Date of any Facility; provided that any extension of, or replacement Agency Agreement entered into to extend the expiration of, the then existing Agency Agreement shall be on terms and conditions (other than date of expiration) substantially the same as the then existing Agency Agreement or otherwise satisfactory to the Administrative Agent unless such terms and conditions could reasonably be expected to have an adverse effect on the interests of the Lenders; or

(c) fail to diligently pursue any remedies available to it for any breach of, or in respect of any claim in relation to, the Agency Agreement unless the failure to so pursue could reasonably be expected to have an adverse effect on the interests of the Lenders.

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ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

Section 8.01 Events of Default. Any of the following events referred to in any of clauses (a) through (k) inclusive of this Section 8.01 shall constitute an “Event of Default”:

(a) Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or L/C Borrowing or (ii) within five Business Days after the same becomes due, any interest on any Loan or any fee or other amount payable hereunder or with respect to any other Loan Document; or

(b) Specific Covenants. (i) Holdings or any Restricted Subsidiary fails to perform or observe any term, covenant or agreement contained in any of (A) Section 6.03(a), 6.04 (solely with respect to Holdings or any Borrower) or 6.11 or Article VII (other than Section 7.11) or (B) Section 6.17 and such failure in respect of Section 6.17 shall continue for three Business Days, (ii) the Borrowers fail to deliver a Borrowing Base Certificate by the time required under Section 6.18(a) and such failure shall continue for five Business Days (or, if any Enhanced Reporting Period shall be in effect, two Business Days), or (iii) Holdings fails to comply with the requirements of the Financial Covenant set forth in Section 7.11; provided that, except for purposes of determining the satisfaction of conditions precedent in Section 4.02 or the availability of any basket or exception under Article VI or VII, an Event of Default under this clause (iii) shall not occur until the expiration of the Cure Deadline; or

(c) Other Defaults. Holdings or any Restricted Subsidiary fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after receipt by Holdings or the Maltese Borrower of written notice thereof by the Administrative Agent or the Required Lenders; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Holdings or any Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be untrue in any material respect when made or deemed made; or

(e) Cross-Default. Holdings or any Restricted Subsidiary (i) fails to make any payment beyond the applicable grace period, if any, required to be made (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount or (ii) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder

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or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, all such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(ii) shall not apply to (x) secured Indebtedness that becomes due or as to which an offer to prepay is required to be made as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, or (y) any Indebtedness permitted to exist or be Incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.01(k)), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness; or

(f) Insolvency Proceedings, Etc. Holdings or any of the Restricted Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, interim receiver, receiver and manager, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, interim receiver, receiver and manager, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days; or an order for relief is entered in any such proceeding; or, with respect to any German Relevant Entity, a German Insolvency Event occurs; or

(g) Attachment. Any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of Holdings and the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within 60 days after its issue or levy; or

(h) Judgments. There is entered against Holdings or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance or by an enforceable indemnity) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of 60 consecutive days; or

(i) Pension Scheme Events. The occurrence of any Pension Scheme Event; or

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(j) Invalidity of Guarantee or Collateral Documents. (i) Any material provision of the Master Guarantee Agreement or any Collateral Document (other than the English Floating Charge), at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, ceases to be in full force and effect; or any Guarantee purported to be created under the Master Guarantee Agreement, for any reason other than as expressly permitted hereunder or thereunder, fails or ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any material provision of the Master Guarantee Agreement or any Collateral Document or the validity or enforceability of its Guarantee; or any Loan Party denies in writing that it has any or further liability or obligation under the Master Guarantee Agreement (or its Guarantee thereunder) or any Collateral Document (other than as a result of repayment in full of the Obligations and termination of the Commitments), or purports in writing to revoke or rescind the Master Guarantee Agreement (or its Guarantee thereunder) or any Collateral Document; or (ii) any Lien purported to be created by the Collateral Documents (other than the English Floating Charge) fails or ceases to be, or shall be asserted by any Borrower not to be, a legal, valid, enforceable and perfected Lien, with the priority required hereby and by the Collateral Documents, with respect to any Accounts arising under the Specified Contracts, any funds on deposit in or credited to any Specified Deposit Account or any other material Collateral (in each case under this clause (ii), other than as a result of (x) a release of Collateral permitted under Section 10.19, (y) express provisions of any Collateral Document restricting the ability of the Collateral Agent to provide any notice required to be provided in order to perfect the Lien created under such Collateral Document or (z) the Administrative Agent’s or the Collateral Agent’s failure to file and maintain proper Uniform Commercial Code statements or similar filings (including continuation statements), except as a result of a failure by any Borrower to give any notice required to be given pursuant to Section 6.10(a); or

(k) Change of Control. There occurs any Change of Control.

Section 8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

(i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(ii) declare the Loans then outstanding to be due and payable in whole (or in part (but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding), in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other amounts owing or payable hereunder or under any other Loan Document shall become immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;

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(iii) require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an Event of Default under Section 8.01(f) with respect to Holdings or any Borrower, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Section 8.03 Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under Section 8.01(f), any reference therein to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary that is an Immaterial Subsidiary affected by any event or circumstances referred to in such Section unless the consolidated total assets of such Restricted Subsidiary (determined in accordance with IFRS), together with the consolidated total assets of all other Restricted Subsidiaries (determined in accordance with IFRS) affected by such event or circumstance, shall exceed 15% of the Consolidated Total Assets as of the end of the most recent Test Period for which Section 6.01 Financials have been delivered.

Section 8.04 Application of Funds. If the circumstances described in Section 2.12(g) have occurred, or after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02 and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), including in any bankruptcy or insolvency proceeding, any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to each Agent in its capacity as such (other than in connection with Cash Management Obligations or Obligations in respect of Secured Hedge Agreements);

Second, to pay interest due in respect of all Protective Advances until paid in full;

Third, to pay the principal of all Protective Advances until paid in full;

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Fourth, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Fourth payable to them (other than in connection with Cash Management Obligations or Obligations in respect of Secured Hedge Agreements);

Fifth, to pay interest accrued in respect of the Swing Line Loans until paid in full;

Sixth, to pay the principal of all Swing Line Loans until paid in full;

Seventh, to pay interest accrued in respect of the Revolving Credit Loans until paid in full;

Eighth, ratably, based on the respective aggregate amounts of such Obligations, (i) to pay the principal of all Revolving Credit Loans and L/C Borrowings, until paid in full, (ii) to the Administrative Agent, to be held by the Administrative Agent, for the benefit of the L/C Issuers, as Cash Collateral in an amount up to 101% of the maximum drawable amount of any outstanding Letters of Credit and (iii) to pay any Obligations under Noticed Hedges, until paid in full;

Ninth, ratably to pay (i) any Obligations under Secured Hedge Agreements (other than Obligations under Noticed Hedges), until paid in full, and (ii) any amounts owing with respect to Cash Management Obligations, in each case, until paid in full;

Tenth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties (other than any Defaulting Lenders) on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties (other than any Defaulting Lenders) on such date, until paid in full;

Eleventh, ratably to pay any Obligations owed to Defaulting Lenders, until paid in full; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Eighth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers. Notwithstanding the foregoing, no amounts received from any Borrower or any Guarantor shall be applied to any Excluded Swap Obligations of such Person.

Section 8.05 Permitted Holders’ Right to Cure.

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(a) Notwithstanding anything to the contrary contained in Section 8.01(b), in the event that Holdings fails to comply with the requirement of the Financial Covenant, any of the Permitted Holders or any other Person designated by Holdings shall have the right, during the period beginning at the start of the last fiscal quarter of the applicable Test Period and until the later of (i) the tenth Business Day after the date on which financial statements with respect to the Test Period in which such covenant is being measured are required to be delivered pursuant to Section 6.01 and (ii) the tenth Business Day after the beginning of a Covenant Trigger Period (such later date, the “Cure Deadline”), to make a direct or indirect equity investment in Holdings in cash in the form of common Equity Interests (or other Qualified Equity Interests reasonably acceptable to the Administrative Agent) (the “Cure Right”), and upon the receipt by Holdings of net cash proceeds pursuant to the exercise of the Cure Right (the “Cure Amount”), the Financial Covenant shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the Financial Covenant with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under any Loan Document.

(b) If, after the receipt of the Cure Amount and the recalculations pursuant to clause (a) above, Holdings shall then be in compliance with the requirements of the Financial Covenant during such Test Period, Holdings shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Default that had occurred shall be deemed cured; provided that (i) the Cure Right may be exercised on no more than five occasions, (ii) in each four fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Cure Right is exercised, (iii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause Holdings to be in compliance with the Financial Covenant (such amount, the “Necessary Cure Amount”) (provided that if the Cure Right is exercised prior to the date financial statements are required to be delivered for such fiscal quarter then the Cure Amount shall be equal to the amount reasonably determined by Holdings in good faith that is required for purposes of complying with the Financial Covenant for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) subject to clause (c) below, all Cure Amounts shall be disregarded for purposes of determining any baskets, with respect to the covenants contained in the Loan Documents or the determination of the Available Equity Amount and (v) there shall be no pro forma reduction in Indebtedness (by netting or otherwise) with the proceeds of any Cure Amount for determining compliance with the Financial Performance Covenant for the fiscal quarter for which such Cure Amount is deemed applied.

(c) Notwithstanding anything herein to the contrary, to the extent that the Expected Cure Amount is (i) greater than the Necessary Cure Amount, then such difference may be used for the purposes of determining any baskets (other than any previously contributed Cure Amounts), with respect to the covenants contained in the Loan Documents or determining the Available Equity Amount, but the amount of such difference shall not be included in any Cure Amount and shall not increase Consolidated EBITDA for any Test Period and (ii) less than the Necessary Cure Amount, then not later than the applicable Cure

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Deadline, Holdings must receive a direct or indirect equity investment in cash in the form of common Equity Interests (or other Qualified Equity Interests reasonably acceptable to the Administrative Agent), which cash proceeds received by Borrower shall be equal to the shortfall between such Expected Cure Amount and such Necessary Cure Amount.

ARTICLE IX

ADMINISTRATIVE AGENT AND OTHER AGENTS

Section 9.01 Appointment and Authorization of Agents.

(a) Each Lender (including the Swing Line Lender and each L/C Issuer) hereby irrevocably appoints, designates and authorizes the Administrative Agent serve as administrative agent under this Agreement and each other Loan Document and to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such actions as are delegated to it by the terms of this Agreement or any other Loan Document, together with such actions, powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no Agent shall have any duties or responsibilities, except those expressly set forth in this Agreement or any other Loan Document, nor shall any Agent have or be deemed to have any fiduciary relationship with any Lender or L/C Issuer or any participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) The Administrative Agent shall also act as the Collateral Agent under the Loan Documents, and each of the Lenders (including the Swing Line Lender, each L/C Issuer and the Administrative Agent) hereby irrevocably appoints, designated and authorizes (and each other Secured Party will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have appointed, designated and authorized) the Collateral Agent to act as the collateral agent and/or security trustee of the Secured Parties for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such actions, powers and discretion as are reasonably incidental thereto. In addition, to the extent required under the Laws of any jurisdiction, (i) each of the Lenders (including the Swing Line Lender, each L/C Issuer and the Administrative Agent) hereby appoints (and each other Secured Party will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have appointed) the Collateral Agent to hold the Collateral on trust for the benefit of the Secured Parties, and the Collateral Agent accepts such appointment and agrees to hold and apply the Collateral in accordance with the Loan Documents, and (ii) each of the Lenders (including the Swing Line Lender, each L/C Issuer and the Administrative Agent) hereby

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grants (and each other Secured Party will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have granted) to the Collateral Agent any required powers of attorney to execute any Collateral Document governed by the laws of such jurisdiction on such Lender’s (or such Swing Line Lender’s, L/C Issuer’s, Administrative Agent’s or other Secured Party’s) behalf, and the Collateral Agent hereby accepts such grant.

(c) The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders, the Swing Line Lender and the L/C Issuers, and, except solely to the extent of the Maltese Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of Holdings, the Borrowers or any other Loan Party shall have any rights as a third party beneficiary of any such provisions.

(d) Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the provisions of this Article. In furtherance of the foregoing, it is understood and agreed that the availability of benefits of the Collateral to any Secured Party that is not a party hereto is made available on an express condition that, and is subject to, such Secured Party not asserting that it is not bound by the appointments and other agreements expressed herein to be made, or deemed herein to be made, by such Secured Party

Section 9.02 Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through Affiliates, agents, co-agents, sub-agents, employees or attorneys-in-fact, and shall be entitled to rely on advice of counsel, both internal and external, and other consultants or experts concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agent, co-agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence, willful misconduct or bad faith by such Agent, as determined by the final and non-appealable judgment of a court of competent jurisdiction. Each agent, co-agent, sub-agent or attorney-in-fact and all other Agent-Related Parties appointed by any Agent pursuant to this Section shall be entitled to the benefits of all provisions of this Article IX (including Section 9.07), Section 10.04 and Section 10.05, as though such agent, co-agent, sub-agent, attorney-in-fact or other Agent-Related Party were such Agent under the Loan Documents, as if set forth in full herein with respect thereto.

Section 9.03 Liability of Agents. No Agent-Related Person shall (a) be liable to any Lender for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final and non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by any Agent under or

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in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender, any L/C Issuer or any participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

Section 9.04 Reliance by Agents.

(a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby, or as such Agent shall believe in good faith to be expressly required hereby, in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 9.05 Notice of Default. No Agent shall be deemed to have knowledge or notice of the occurrence of any Default unless such Agent shall have received written notice from a Lender or the Maltese Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The applicable Agent will notify the Lenders of its receipt of any such notice. Each Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided that unless and until such Agent has received any such direction, such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

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Section 9.06 Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings and its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Holdings, the Borrowers and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person. Each Lender expressly agrees and acknowledges that (a) no Agent (i) makes any representation or warranty, express or implied, as to the completeness or accuracy of any Field Examination or any Report or (ii) shall be liable for any information contained in any Field Examination and (b) expressly agrees and acknowledges that the Field Examinations and Reports are not comprehensive audits or examinations, that any Agent or other party performing any Field Examination will inspect only specific information regarding Holdings and its Subsidiaries and will rely significantly upon Holdings’ and its Subsidiaries’ books and records, as well as on representations of Holdings’ and its Subsidiaries’ personnel. Each Lender expressly agrees and acknowledges that no Agent undertakes any obligation to update, correct or supplement any Report. No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including any Borrowing Base Certificate) delivered thereunder or in connection therewith, including with respect to the existence and aggregate amount of Obligations under Secured Cash Management Agreements or Secured Hedge Agreements, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event of Default, including whether any of the Borrowing Base General Eligibility Requirements is or remains satisfied (and, in connection therewith, whether any of the events or conditions referred to in the definition of such term have occurred or exist), (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the existence, value or collectability of the Collateral or the creation, validity, legality,

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enforceability, perfection or priority of any Lien created or intended to be created under the Collateral Documents (and no Agent shall be responsible or liable to the Lenders or other Secured Parties for any failure to monitor or maintain any portion of the Collateral) or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to such Agent. Notwithstanding anything herein to the contrary, no Agent shall have any liability arising from any confirmation of the Aggregate Borrowing Base, the German Borrowing Base, the Maltese Borrowing Base, Excess Availability, Revolving Credit Exposure or Total Outstandings or the component amounts of any of the foregoing.

Section 9.07 Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent-Related Person upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by such Agent-Related Person in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that such Agent-Related Person is not reimbursed for such expenses by or on behalf of the Loan Parties; provided that such reimbursement by the Lenders shall not affect the Loan Parties’ continuing reimbursement obligations with respect thereto, if any. The undertaking in this Section 9.07 shall survive termination of the Aggregate Revolving Credit Commitments, the payment of all other Obligations and the resignation of any Agent.

Section 9.08 Agents in their Individual Capacities. JPMCB and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though JPMCB were not an Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, JPMCB or its Affiliates may receive information regarding any Loan Party or any Affiliate of a Loan Party (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Agents shall be under no obligation to provide such

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information to them. With respect to its Loans and Letters of Credit, JPMCB shall have the same rights and powers under this Agreement as any other Lender or L/C Issuer and may exercise such rights and powers as though it were not an Agent, and the terms “Lenders” and “L/C Issuers” (and any singular thereof) include JPMCB in its individual capacity.

Section 9.09 Successor Agents. The Administrative Agent may resign as the Administrative Agent and Collateral Agent upon 30 days’ notice to the Lenders and the Maltese Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, as the case may be, may be removed as the Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Maltese Borrower and the Required Lenders. If an Agent resigns or is removed under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which appointment of a successor agent shall require the consent of the Maltese Borrower at all times other than during the existence of an Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) (which consent of the Maltese Borrower shall not be unreasonably withheld or delayed). If, at the time that the Administrative Agent’s resignation is effective, it is acting as an L/C Issuer or the Swing Line Lender, such resignation shall also operate to effectuate its resignation as L/C Issuer or the Swing Line Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Line Loans. If no successor agent is appointed prior to the effective date of the resignation (but not removal) of any Agent, such Agent may appoint, after consulting with the Lenders and the Maltese Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term “Administrative Agent” shall mean such successor administrative agent (and the term “Collateral Agent” shall mean such successor collateral agent, security trustee and/or supplemental agent, as described in Section 9.01(c)), and the retiring or removed Agent’s appointment, powers and duties as the Administrative Agent and/or Collateral Agent, as the case may be, shall be terminated. After the retiring or removed Agent’s resignation hereunder as the Administrative Agent and/or Collateral Agent, as the case may be, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and/or Collateral Agent, as the case may be, under this Agreement. If no successor agent has accepted appointment as the applicable Agent by the date which is 30 days following the retiring (but not removed) Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring or removed Agent shall be discharged from its duties and obligations under the Loan Documents.

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Section 9.10 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding under the laws of any applicable jurisdiction relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, or L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Swing Line Lender, the L/C Issuers and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Swing Line Lenders, the L/C Issuers and the Agents and their respective agents and counsel and all other amounts due the Lenders, the Swing Line Lenders, the L/C Issuers and the Agents under Section 2.04(e) and (f), Section 2.09 and Section 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swing Line Lender, each L/C Issuer and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Swing Line Lender, the L/C Issuers or any other Secured Parties, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Agent under Section 2.07 and Section 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, the Swing Line Lender, any L/C Issuer or any other Secured Party or to authorize the Administrative Agent to vote in respect of the claim of any Lender, the Swing Line Lender, any L/C Issuer or any other Secured Party in any such proceeding.

Section 9.11 Collateral and Guaranty Matters. The Lenders irrevocably agree that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document may be released or subordinated in accordance with the provisions of Section 10.19 or any Collateral Document. Upon request by the Administrative Agent at any time, the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01) will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its

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interest in particular types or items of property, or to release any Guarantor from its obligations under the Master Guarantee Agreement, pursuant to this Section 9.11 and Section 10.19.

Section 9.12 Other Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “joint bookrunner” or “joint lead arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Section 9.13 Withholding Tax. To the extent required by any applicable Laws, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed, because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective or because the Lender failed to comply with the provisions of Section 10.07(e) relating to the maintenance of a Participant Register), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.13. The agreements in this Section 9.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (i) this Section 9.13 shall not limit or expand the obligations of the Borrowers or any Guarantor under Section 3.01 or any other provision of this Agreement and (ii) the term “Lender” shall, for purposes of this Section 9.13, include any L/C Issuer and the Swing Line Lender.

Section 9.14 Secured Cash Management Agreements and Secured Hedge Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of any Guarantee or any Collateral by virtue of the provisions hereof or of any Guarantee or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents.

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Notwithstanding any other provision of the Loan Documents to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. By accepting the benefits of the Guarantees or the Collateral, each Secured Party that is a Cash Management Bank or Hedge Bank shall be deemed to have appointed the Administrative Agent to serve as administrative agent and the Collateral Agent to serve as the collateral agent or security trustee under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.

Section 9.15 German Collateral Matters. With respect to any Collateral Document governed by the laws of Germany:

(a) with respect to any portion of the Collateral secured pursuant to any Collateral Agreement governed by the laws of Germany or any other Collateral created under the laws of Germany (“German Collateral”), the Collateral Agent shall:

(i) hold, administer and realize any such German Collateral that is transferred or assigned by way of security (Sicherungseigentum/Sicherungsabtretung), or is otherwise granted to the Collateral Agent and creates or evidences a non-accessory security right (nicht akzessorische Sicherheit), in its own name as trustee (Treuhänder) for the benefit of the Secured Parties;

(ii) hold, administer and realize any such German Collateral that is pledged (verpfändet) or otherwise transferred to the Collateral Agent and creates or evidences an accessory security right (akzessorische Sicherheit), as agent for the benefit of the Secured Parties;

(b) with respect to the German Collateral, each Lender (including the Swing Line Lender, each L/C Issuer and the Administrative Agent) hereby authorizes and grants, or by becoming a party to this Agreement in accordance with Section 10.07 is deemed to authorize and grant (and each other Secured Party will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees, to have authorized and granted), a power of attorney (Vollmacht) to the Collateral Agent (including by or through its employees or agents) to:

(i) accept as representative (Stellvertreter) of such Secured Party any pledge or other creation of any accessory security right granted in favor of such Secured Party in connection with any Collateral Document governed by the laws of Germany and to agree to and execute on behalf of such Secured Party as its representative (Stellvertreter) any amendments and/or alterations to any such Collateral Document or any other agreement related to such German Collateral which creates a pledge or any other accessory security right (akzessorische Sicherheit), including the release or confirmation of release of such security;

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(ii) execute on behalf of itself and the Secured Parties where relevant and without the need for any further referral to, or authority from, the Secured Parties or any other Person all necessary releases of any such German Collateral secured under any Collateral Document governed by the laws of Germany or any other agreement related to such German Collateral;

(iii) realize such Collateral in accordance with any Collateral Document governed by the laws of Germany or any other agreement securing such German Collateral;

(iv) make, receive all declarations and statements and undertake all other necessary actions and measures which are necessary or desirable in connection with such German Collateral or any Collateral Document governed by the laws of Germany or any other agreement securing the German Collateral;

(v) take such action on behalf of such Secured Party as may from time to time be authorized under or in accordance with any Collateral Document governed by the laws of Germany; and

(vi) exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Secured Parties under any Collateral Document governed by the laws of Germany, together with such powers and discretions as are reasonably incidental thereto;

(c) each of the Secured Parties agrees that, if the courts of Germany do not recognize or give effect to the trust expressed to be created by this Agreement or any Collateral Document, the relationship of the Secured Parties to the Collateral Agent shall be construed as one of principal and agent but, to the extent permissible under the laws of Germany, all the other provisions of this Agreement shall have full force and effect between the parties hereto;

(d) each Lender (including the Swing Line Lender, each L/C Issuer and the Administrative Agent) hereby ratifies and approves, or by becoming a party to this Agreement in accordance with Section 10.07 is deemed to ratify and approve (and each other Secured Party will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees, to have ratified and approved), all acts and declarations previously done by the Collateral Agent on such Secured Party’s behalf (including, for the avoidance of doubt, the declarations made by the Collateral Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of each Secured Party as future pledgee or otherwise); and

(e) for purposes of performing its rights and obligations as Collateral Agent and to make use of any authorization granted under any Collateral Document governed by the laws of Germany, each Lender (including the Swing Line Lender, each L/C Issuer and the Administrative Agent) hereby authorizes, or by becoming a party to this Agreement in accordance with Section 10.07 is deemed to authorize (and each other Secured Party will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees, to have

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authorized), the Collateral Agent to act as its agent (Stellvertreter), and releases the Collateral Agent from any restrictions on representing several Persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch). The Collateral Agent has the power to grant any sub-power of attorney, including granting the release from the restrictions of Section 181 of the German Civil Code.

ARTICLE X

MISCELLANEOUS

Section 10.01 Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Holdings, a Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrowers or the applicable Loan Party thereto, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or of any Default or mandatory prepayment or the making of any Protective Advance shall not constitute an extension or increase of any Commitment of any Lender);

(b) postpone any date scheduled for, or reduce or forgive the amount of, any payment of principal, interest or fees under Section 2.07, 2.08 or 2.09 without the written consent of each Lender directly and adversely affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 of any Default, Event of Default or mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal, interest or fees);

(c) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing (it being understood that a waiver of any condition precedent set forth in Section 4.02 or any Default, Event of Default or mandatory prepayment shall not constitute a reduction or forgiveness of principal) or (subject to clauses (ii) and (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby (it being understood that any change to Average Historical Excess Availability or in the component definitions thereof shall not constitute a reduction in the rate of interest); provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate;

(d) (i) amend, modify or waive any provision of this Section 10.01 that has the effect of altering the number of Lenders that must approve any amendment,

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modification or waiver, or amend, modify or waive any other provision of this Agreement or any other Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to amend, modify or waive any rights hereunder or thereunder or make any determination or grant any consent hereunder or thereunder, in each case without the written consent of each Lender or (ii) reduce the percentage specified in the definition of the term “Required Lenders” or “Supermajority Lenders”; or

(e) other than in a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions (except as expressly permitted by the Collateral Documents or this Agreement), without the written consent of each Lender; or

(f) other than in a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the Guarantees in any transaction or series of related transactions (except as expressly permitted by the Collateral Documents or this Agreement), without the written consent of each Lender;

(g) amend, modify or waive any provision of Section 8.04 without the written consent of each Lender directly and adversely affected thereby;

(h) change the definition of the term “German Borrowing Base” or “Maltese Borrowing Base” or any component definition of either term, but excluding percentage advance rates, in each case the amendment or modifications of which shall be subject to clause (i) below, if as a result thereof the amounts available to be borrowed by the Borrowers would be increased, without the written consent of the Supermajority Lenders, provided that (i) the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves without the consent of any Lenders and (ii) the foregoing shall not apply to any change to the remittance cycle eligibility exclusions set forth in clause (g) of the definition of the term “Borrowing Base General Eligibility Requirements”, the amendment or modification of which may be made with the written consent of the Required Lenders; or

(i) increase percentage advance rates set forth in the definition of “German Borrowing Base” or “Maltese Borrowing Base”, without the written consent of each Lender, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves without the consent of any Lenders;

and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, materially affect the rights or duties of, or any fees or other amounts payable to, an L/C Issuer under this Agreement or any Letter of Credit Application related to any Letter of Credit issued or to be issued by it, or amend, modify or waive Section 2.16; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, materially affect the rights or duties of the Swing Line Lender under this

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Agreement, or amend, modify or waive Section 2.16; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent under this Agreement or any other Loan Document and (iv) the consent of the Lenders or the Required Lenders, as the case may be, shall not be required to make any such changes necessary or advisable to be made in connection with any Revolving Increase Commitments or Extended Revolving Credit Commitments to effect the provisions of Section 2.14 or 2.15 or with respect to the negotiation, execution and delivery of any New Collateral Documents.

Notwithstanding anything to the contrary contained in this Section 10.01, any guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent at the request of the Borrower Agent without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects, (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents or (iv) add syndication or documentation agents and make customary changes and references related thereto.

Notwithstanding anything to the contrary contained in this Section 10.01, the Administrative Agent, the Collateral Agent and the applicable Loan Parties may, without the consent of any Secured Party or any other Person, amend this Agreement, the Master Guarantee Agreement and any Collateral Document to add provisions with respect to “parallel debt” and other non-U.S. guarantee and collateral matters, including any authorizations, collateral trust arrangements or other granting of powers by the Lenders and the other Secured Parties in favor of the Administrative Agent or the Collateral Agent, in each case if such amendment is necessary or desirable to create or perfect, or preserve the validity, legality, enforceability and perfection of, the Guarantees and Liens contemplated to be created pursuant to this Agreement or any other Loan Document.

Notwithstanding anything to the contrary contained in this Section 10.01, in the event that the Google Contract is amended to provide that the Accounts arising or governed thereunder shall be payable to the Maltese Borrower, the Administrative Agent, the Collateral Agent and the applicable Loan Parties may, without the consent of any Secured Party or any other Person, amend this Agreement, including the definitions of the terms “Aggregate Borrowing Base”, “German Borrowing Base” and “Maltese Borrowing Base” and any component definitions of such terms, in each case if such amendment is necessary or desirable to include the Google Gameplay Collections A/R or any other component of the German Borrowing Base in the Maltese Borrowing Base on the same basis as the Google Gameplay Collections A/R and the other components of the German Borrowing Base were included in the German Borrowing Base; provided that, as a result thereof, the aggregate amount available to be borrowed hereunder by the Borrowers, taken together, immediately after giving effect to such amendments shall not exceed the aggregate amount available to be borrowed hereunder by the Borrowers, taken together, immediately prior to giving effect to such amendments.

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Section 10.02 Notices and Other Communications; Facsimile Copies. (a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to Holdings, any Borrower, the Borrower Agent or the Administrative Agent, the Collateral Agent, an L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such Person in a written notice to the other parties; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such Lender in a written notice to the Maltese Borrower and the Administrative Agent, each L/C Issuer and the Swing Line Lender.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(b)), when delivered; provided that notices and other communications to the Administrative Agent, each L/C Issuer and the Swing Line Lender pursuant to Article II shall not be effective until actually received by such Person during such Person’s normal business hours. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile or other electronic communication. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on Holdings, all Loan Parties, the Agents, the L/C Issuers and the Lenders. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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(c) Reliance by Agents and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices or Swing Line Loan Notice) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. All telephonic notices to the Administrative Agent, the Swing Line Lender or any L/C Issuer may be recorded by the Administrative Agent, the Swing Line Lender or such L/C Issuer, as applicable, and each of the parties hereto hereby consents to such recording.

(d) Notice to other Loan Parties. The Maltese Borrower agrees that notices to be given to any other Loan Party under this Agreement or any other Loan Document may be given to the Maltese Borrower in accordance with the provisions of this Section 10.02 with the same effect as if given to such other Loan Party in accordance with the terms hereunder or thereunder.

Section 10.03 No Waiver; Cumulative Remedies. No failure by any Lender, L/C Issuer or Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Section 10.04 Attorney Costs and Expenses. The Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers and their respective Affiliates for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Revolving Credit Commitments and the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of (i) Cravath, Swaine & Moore LLP, (ii) Mayer Brown LLP, (iii) Mayer Brown International LLP and (iv) GANADO Advocates (and a single local counsel in each other relevant jurisdiction or otherwise retained with the Maltese Borrower’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)) and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the L/C Issuers and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including Attorney Costs of one firm of counsel to the Administrative Agent, the Collateral Agent, the L/C Issuers and the Lenders, taken as a whole, and, to the extent required, one firm of local counsel in each relevant local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the

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Maltese Borrower’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Subject to the limitations above, the foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent or the Collateral Agent. The agreements in this Section 10.04 shall survive the termination of the Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 10 Business Days of receipt by the Maltese Borrower of an invoice relating thereto setting forth such expenses in reasonable detail.

Section 10.05 Indemnification by the Borrowers. The Borrowers shall indemnify and hold harmless each Agent, each Lead Arranger, each L/C Issuer, each Lender (without duplication) and their respective Affiliates and the directors, officers, employees, agents, advisors, and other representatives of any of the foregoing (collectively, the “Indemnitees”) and hold them harmless from and against any and all losses, claims, damages and liabilities of any kind or nature and documented or invoiced out-of-pocket fees and expenses (in the case of Attorney Costs, limited to the reasonable Attorney Costs of one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees taken as a whole (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Maltese Borrower of such conflict and thereafter retains its own counsel, of such other firm of counsel for such affected Indemnitee)) (collectively, the “Losses”) of any such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (including any inquiry or investigation of the foregoing) (regardless of whether such Indemnitees is a party thereto and whether or not such proceedings are brought by the Holdings, its equity holders, its Affiliates, creditors or any other third person) that relates to the Transactions, including the financing contemplated hereby (collectively, the “Indemnified Liabilities”), and any Losses that relate to any actual or alleged presence or Release or threatened Release of Hazardous Materials on or from any property currently or formerly owned or operated by Holdings or any Subsidiary or any other liability arising under Environmental Law, in each case arising out of the activities or operations of Holdings or any Subsidiary; provided that no Indemnitee will be indemnified for any Loss or related expense to the extent it has resulted from (w) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Affiliates or any of the officers, directors, employees, advisors, agents or other representatives of any of the foregoing (as determined by a court of competent jurisdiction in a final and non-appealable decision), (x) a material breach of the obligations under the Loan Documents of such Indemnitee or any of such Indemnitee’s Affiliates or any of the officers, directors, employees, advisors, agents or other representatives of any of the foregoing (as determined by a court of competent jurisdiction in a final and non-appealable decision), (y) in the case of any claim, litigation, investigation or other proceeding initiated by Holdings or one of its Affiliates against the relevant Indemnitee, a breach of the obligations under the Loan Documents of such Indemnitee or any of such Indemnitee’s Affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives of any of the foregoing (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (z) any claim, litigation, investigation or other proceeding (other than a claim, litigation, investigation or other proceeding against any Agent or any Lead Arranger or any Person acting in a similar capacity, in each case, acting pursuant

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to the Loan Documents or in its capacity as such or of any of its Affiliates or its or their respective officers, directors, employees, agents, advisors and other representatives and the successors of each of the foregoing) solely between or among Indemnities that does not involve any act or omission by Holdings or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of such Indemnitee or any of such Indemnitee’s Affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives (as determined by a court of competent jurisdiction in a final and non-appealable decision). No Indemnitee and no Loan Party shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that nothing in this sentence shall limit the indemnity and reimbursement obligations of the Loan Parties to the extent that such special, punitive, indirect, or consequential damages are included in any claim by a third party unaffiliated with the applicable Indemnitee with respect to which the applicable Indemnitee is entitled to indemnification as set forth in this Section 10.05. All amounts due under this Section 10.05 shall be paid within 10 Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a determination by a court of competent jurisdiction in a final and non-appealable decision that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the Collateral Agent, the replacement of any Lender or L/C Issuer, the termination of the Aggregate Revolving Credit Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05 shall not apply to Taxes other than Taxes that represent liabilities, obligations, losses, damages, etc., with respect to a non-Tax claim.

Section 10.06 Payments Set Aside. To the extent that any payment by or on behalf of the Borrowers is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate.

Section 10.07 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby,

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except as otherwise provided herein (including, in the case of Holdings, as permitted under Section 7.04), neither Holdings nor any Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or 10.07(i), as applicable, or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments or Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations, Protective Advances and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrower Agent; provided that no consent of the Borrower Agent shall be required for (x) any assignment to any Eligible Assignee if an Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuing or (y) any assignment to another Lender;

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for any assignment to another Lender, an Affiliate of a Lender or an Approved Fund;

(C) each L/C Issuer at the time of such assignment; provided that no consent of any L/C Issuer shall be required for any assignment to another Lender; and

(D) the Swing Line Lender; provided that no consent of the Swing Line Lender shall be required for any assignment to another Lender.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans of any Class, the amount of Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (or an integral multiple of $1,000,000 in excess thereof) unless the Borrower Agent and the Administrative Agent otherwise

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consents; provided that (1) no such consent of the Borrower Agent shall be required if an Event of Default under Section 8.01(a), 8.01(f) or 8.01(g) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption;

(C) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any documentation required by Section 3.01(f);

(D) the Eligible Assignee shall not be a Disqualified Lender and shall represent that it is not a Disqualified Lender (it being understood and agreed that the Administrative Agent and the assignor Lender shall be entitled to rely, and shall incur no liability for relying, upon such representation and warranty);

(E) the Maltese Borrower shall confirm (or, if the consent of the Borrower Agent is not required for such Assignment, the Maltese Borrower hereby authorizes the assigning Lender to execute and deliver the Assignment and Assumption on behalf of the Borrower Agent containing the confirmation of the Borrower Agent) that, for purposes of Article 1185 of the Maltese Civil Code, the Liens on the Collateral created by the Loan Documents shall not be impaired by the Assignment and shall be preserved for the benefit of all Lenders and the other Secured Parties; and

(F) no such assignment shall be made (1) to Holdings, the Borrowers or any of their Affiliates or Subsidiaries, or (2) to any Defaulting Lender or any of its Subsidiaries, or any Person that, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (2), or (3) to a natural person.

This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

(c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d) and receipt by the Administrative Agent from the parties to each assignment of a processing and recordation fee of $3,500, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and

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circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note (if any), the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e). For greater certainty, any assignment by a Lender pursuant to this Section 10.07 shall not in any way constitute or be deemed to constitute a novation, discharge, recession, extinguishment or substitution of the existing Indebtedness and any Indebtedness so assigned shall continue to be the same obligation and not a new obligations.

(d) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal and interest amounts of the Loans, L/C Obligations (specifying Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.04, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent demonstrable error, and the Borrowers, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Holdings, the Borrowers, any Agent and any Lender with respect to its own Loans and/or Commitments only, at any reasonable time and from time to time upon reasonable prior notice.

(e) Any Lender may at any time, without the consent of, or notice to, Holdings, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or any Disqualified Lender; provided that for the purposes of this provision, Disqualified Lenders shall only be deemed to be Disqualified Lenders if a list of Disqualified Lenders has been made available to all Lenders by the Maltese Borrower) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations, Protective Advances and/or Swing Line Loans); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Holdings, the Borrowers, the Agents, the L/C Issuers and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.01(a), (b), (c), (d)(i), (e), (f), (g) or (i) that directly and adversely affects such Participant. Subject to Section 10.07(f), the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (through the applicable Lender), subject to the requirements and limitations of

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such Sections (including Sections 3.01(e) and 3.01(f)) and Sections 3.06 and 3.07, to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(b). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant shall be subject to Section 2.13 as though it were a Lender. Any Lender that sells participations shall maintain a register on which it enters the name and the address of each Participant and the principal and interest amounts of each Participant’s participation interest in the Commitments and/or Loans (including its participations in L/C Obligations, Protective Advances and Swing Line Loans or other rights or obligations) held by it (the “Participant Register”). The entries in a Participant Register shall be conclusive, absent demonstrable error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation interest as the owner thereof for all purposes notwithstanding any notice to the contrary. In maintaining the Participant Register, such Lender shall be acting as the non-fiduciary agent of the Borrowers solely for purposes of applicable United States federal income tax law and undertakes no duty, responsibility or obligation to the Borrowers. No Lender shall have any obligation to disclose all or any portion of a Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103(c) of the United States Treasury Regulations or, if different, under Sections 871(h) or 881(c) of the Code. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(f) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Maltese Borrower’s prior written consent or except to the extent such entitlement to a greater payment results from a Change in Law after the Participant became a Participant.

(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Maltese Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each

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party hereto hereby agrees that (i) an SPC shall be entitled to the benefit of Sections 3.01, 3.04 and 3.05, subject to the requirements and limitations of such Sections (including Sections 3.01(e) and (f)) and Sections 3.06 and 3.07, to the same extent as if such SPC were a Lender, but neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05) except to the extent any entitlement to greater amounts results from a Change in Law after the grant to the SPC occurred, (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable and such liability shall remain with the Granting Lender, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Maltese Borrower and the Administrative Agent, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee Obligation or credit or liquidity enhancement to such SPC.

(i) Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(j) Notwithstanding anything to the contrary contained herein, any L/C Issuer or the Swing Line Lender may, upon 30 days’ notice to the Maltese Borrower and the Lenders, resign as an L/C Issuer or the Swing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer or the Swing Line Lender shall have identified, in consultation with the Maltese Borrower, a successor L/C Issuer or Swing Line Lender willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of an L/C Issuer or the Swing Line Lender, the Maltese Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Maltese Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line Lender, as the case may be. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect

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thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make, Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

Section 10.08 Confidentiality. Each of the Agents, Lead Arrangers and the Lenders agrees to maintain the confidentiality of the Information and to not use or disclose such Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority (in which case the Agents and the Lenders agree (except with respect to any audit or examination conducted by bank accountants or regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable Law, to inform the Maltese Borrower promptly thereof prior to disclosure); (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process (in which case the Agents and the Lenders agree (except with respect to any subpoena issued by bank accountants or regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable Law, to inform the Maltese Borrower promptly thereof prior to disclosure); (d) to any other party to this Agreement; (e) subject to an agreement containing provisions no less favorable to the Borrowers as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Maltese Borrower), to any pledgee referred to in Section 10.07(g) or 10.07(i), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of the Maltese Borrower; (g) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 10.08 or similar obligation of confidentiality or (ii) becomes available to any Agent, any Lender, or any of their respective Affiliates on a nonconfidential basis from a source other than Holdings, the Borrowers or any Subsidiary thereof, and which source is not known by such Agent or Lender to be subject to a confidentiality restriction in respect thereof in favor of Holdings, the Borrowers, any Permitted Holder or any of their respective Affiliates; and (h) to any Governmental Authority or examiner regulating any Lender (in which case the Agents and the Lenders agree (except with respect to any audit or examination conducted by bank accountants or regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable Law, to inform the Maltese Borrower promptly thereof prior to disclosure). For the purposes of this Section 10.08, “Information” means all information received from any Loan Party or its Affiliates or its Affiliates’ directors, officers, employees, trustees, investment advisors or agents, relating to Holdings, the Borrowers or any of their subsidiaries or their business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08 or similar obligation of confidentiality, including, without limitation, information delivered pursuant to Section 6.01, 6.02 or 6.03.

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Section 10.09 Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to Holdings, the Borrowers or any other Loan Party, any such notice being waived by Holdings and the Borrowers (on their own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time then due and owing by such Lender or L/C Issuer, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations then due and owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent, such Lender or L/C Issuer shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 8.04 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swing Line Lender, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations then due and owing to such Defaulting Lender as to which it exercised such right of set-off. Each Lender and L/C Issuer agrees promptly to notify the Borrower Agent and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, each Lender and each L/C Issuer and under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender or L/C Issuer may have.

Section 10.10 Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic means of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by facsimile or other electronic means be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or such other electronic means.

Section 10.11 Integration. This Agreement, together with the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent, any L/C Issuer or any Lead Arranger, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents,

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the L/C Issuers or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Section 10.12 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Section 10.13 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.14 GOVERNING LAW.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT (PROVIDED THAT IF NONE OF SUCH COURTS CAN AND WILL EXERCISE SUCH JURISDICTION, SUCH EXCLUSIVITY SHALL NOT APPLY). EACH PARTY HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY AGENT, ANY LEAD ARRANGER, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR

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ANY OTHER LOAN DOCUMENT AGAINST HOLDINGS, ANY LOAN PARTY OR ANY PROPERTIES OF ANY OF THE FOREGOING IN THE COURTS OF ANY JURISDICTION (I) FOR PURPOSES OF ENFORCING A JUDGMENT, (II) IN CONNECTION WITH EXERCISING REMEDIES AGAINST THE COLLATERAL OR HOLDINGS OR ANY LOAN PARTY IN A JURISDICTION IN WHICH SUCH COLLATERAL IS LOCATED OR WHERE HOLDINGS OR SUCH LOAN PARTY IS ORGANIZED OR (III) IN CONNECTION WITH ANY PENDING BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING IN SUCH JURISDICTION.

(c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN ANY JURISDICTION REFERRED TO IN PARAGRAPH (b) OF THIS SECTION 10.14 IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO

(d) Each of Holdings and the Borrowers hereby irrevocably designates, appoints and empowers King.com Inc., a Delaware corporation (the “Process Agent”), as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding arising out of or relating to this Agreement or any other Loan Document (including any fee letter relating to this Agreement). Such service may be made by mailing or delivering a copy of such process to Holdings or such Borrower, as applicable, in care of the Process Agent (or any successor thereto, as the case may be) via its registered agent, Incorporating Services, Ltd at its address at 3500 South Dupont Highway, City of Dover, County of Kent, Delaware 19901 (or the address of any successor thereto, as the case may be), and each of Holdings and the Borrowers hereby irrevocably authorizes and directs the Process Agent (and any successor thereto) to accept such service on its behalf. If for any reason such designee, appointee and agent shall cease to be available to act as such, each of Holdings and the Borrowers agrees to designate a new designee, appointee and agent in the continental United States of America on the terms and for the purposes of this provision reasonably satisfactory to the Administrative Agent, and further shall at all times maintain an agent for service of process in the continental United States of America, so long as there shall be outstanding any Obligations or any Commitments under this Agreement shall be in effect. Each of Holdings and the Borrowers shall give notice to the Administrative Agent of any such appointment of successor agents for service of process, and shall obtain from each successor agent a letter of acceptance of appointment and promptly deliver the same to the Administrative Agent. As an alternative method of service, each of Holdings and the Borrowers also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to it as provided in Section 10.02. Nothing in this Section 10.14 limits the right of the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender to serve process in any other manner permitted by applicable law.

Section 10.15 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY

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OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.15 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 10.16 Binding Effect. This Agreement shall become effective when it shall have been executed and delivered by the Borrowers, Holdings, the Administrative Agent, the Collateral Agent, the Swing Line Lender, each L/C Issuer and each Lender listed on Schedule 2.01 on the Closing Date and thereafter shall be binding upon and inure to the benefit of Holdings, the Borrowers, each Agent, the Swing Line Lender, each L/C Issuer and each Lender and their respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

Section 10.17 Lender Action. Except with respect to the exercise of setoff rights of any Lender in accordance with Section 10.09 or with respect to a Lender’s right to file a proof of claim (or similar filing under applicable Law) in any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding, each Lender and L/C Issuer agrees (and each other Secured Party will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed) that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or the Secured Hedge Agreements or the Cash Management Agreements, or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 10.17 are for the sole benefit of the Lenders and the Agents and shall not afford any right to, or constitute a defense available to, Holdings or any Loan Party.

Section 10.18 USA PATRIOT Act. Each Lender hereby notifies the Loan Parties that, pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender to identify the Loan Parties in accordance with the USA PATRIOT Act.

Section 10.19 Release of Collateral and Guarantee Obligations; Subordination of Liens.

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(a) The Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Borrowers on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition of such Collateral to any Person other than another Borrower, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by the Maltese Borrower upon its reasonable request without further inquiry), (iii) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01) and (iv) as required by the Administrative Agent or the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent or Collateral Agent pursuant to the Collateral Documents. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Borrowers, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders hereby irrevocably agree that a Guarantor shall be released from its Guarantee upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary (other than pursuant to clause (d) of the definition of the term “Excluded Subsidiary”), in each case, solely to the extent (A) such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement and (B) the Maltese Borrower and each Guarantor organized or existing under the laws of Malta shall have provided its express consent to such release and confirmed by a reaffirmation agreement in form and substance reasonably acceptable to the Administrative Agent that its Guarantee shall remain in full force and effect in respect of the Obligations. The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender; provided that, if reasonably requested by the Administrative Agent, the Maltese Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Maltese Borrower certifying that any such transaction is not prohibited by this Agreement. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor released pursuant to this paragraph shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantor.

(b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) contingent indemnification obligations and other contingent obligations) have been paid in full in cash, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped in a manner reasonably satisfactory to the applicable L/C Issuer, upon request of the Maltese Borrower, the Administrative Agent and/or the Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be

-199-

required to release its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any Hedging Obligations in respect of any Secured Hedge Agreements, any Cash Management Obligations in respect of any Secured Cash Management Agreements or any contingent indemnification obligations and other contingent obligations. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Any execution and delivery of documents by the Administrative Agent or the Collateral Agent pursuant to this Section 10.19 shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.

(c) Notwithstanding the foregoing or anything in the Loan Documents to the contrary, at the direction of the Required Lenders, the Administrative Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or any lesser amount thereof) for the Borrowers’ assets in a bankruptcy, foreclosure or other similar proceeding under the Laws of any applicable jurisdiction, forbear from exercising remedies upon an Event of Default or, subject to the last paragraph of Section 9.10, in a bankruptcy proceeding under the Laws of any applicable jurisdiction enter into a settlement agreement on behalf of all Lenders.

Section 10.20 Judgment Currency.

(a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in U.S. Dollars into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction U.S. Dollars could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligations of each party hereto in respect of any sum due to any other party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than U.S. Dollars, be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase U.S. Dollars with the Judgment Currency; if the amount of U.S. Dollars so purchased is less than the sum originally due to the Applicable Creditor in U.S. Dollars, such party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such deficiency. The obligations of the parties contained in this Section shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

KING.COM LIMITED, as the Maltese Borrower,
By:	/s/ Marius J McKeon
Name:	MARIUS J. McKEON
Title:	DIRECTOR
MIDASPLAYER VERTRIEBS GMBH, as the German Borrower,
By:	/s/ Riccardo Zacconi
Name:	RICCARDO ZACCONI
Title:	MANAGING DIRECTOR

S-1

MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED, as Holdings,
By:	/s/ Marius J McKeon
Name:	MARIUS J McKEON
Title:	DIRECTOR

S-2

JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, L/C Issuer, Swing Line Lender and Lender,
	By:	/s/ Tina Ruyter
	Name:	Tina Ruyter
	Title:	Executive Director

[Signature Page to the King.com Limited/Midasplayer Vertriebs GmbH Credit Agreement]

J.P. MORGAN EUROPE LIMITED, as a Lender,
	By:	/s/ Tim Jacob
	Name:	Tim Jacob
	Title:	Senior Vice President

[Signature Page to the King.com Limited/Midasplayer Vertriebs GmbH Credit Agreement]

Name of Institution: Credit Suisse AG, Cayman Islands Branch, as Lender
	By:	/s/ William O’Daly
	Name:	William O’Daly
	Title:	Authorized Signatory
	By:	/s/ Tyler R. Smith
	Name:	Tyler R. Smith
	Title:	Authorized Signatory

[Signature Page to the King.com Limited/Midasplayer Vertriebs GmbH Credit Agreement]

Name of Institution: Bank of America, N.A.
/s/ [illegible]
	*By:	/s/ Michael Lemiszko
	Name:	Michael Lemiszko
	Title:	Senior Vice President

*- For Lenders requiring a second signature.

[Signature Page to the King.com Limited/Midasplayer Vertriebs GmbH Credit Agreement]

Name of Institution:
Banc of America Securities Limited
	By:	/s/ Jeremy Harrison
	Name:	Jeremy Harrison
	Title:	Senior Vice President

[Signature Page to the King.com Limited/Midasplayer Vertriebs GmbH Credit Agreement]

Name of Institution:
BARCLAYS BANK PLC
	By:	/s/ Irina Dimova
	Name:	Irina Dimova
	Title:	Vice President

[Signature Page to the King.com Limited/Midasplayer Vertriebs GmbH Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH:                              , as a Lender
	By:	/s/ Peter Cucchiara
	Name:	Peter Cucchiara
	Title:	Vice President
	*By:	/s/ Dusan Lazarov
	Name:	Dusan Lazarov
	Title:	Director

[Signature Page to the King.com Limited/Midasplayer Vertriebs GmbH Credit Agreement]

Royal Bank of Canada, as a Lender
By:	/s/ Alfonse Simone
Name:	Alfonse Simone
Title:	Authorized Signatory

[Signature Page to the King.com Limited/Midasplayer Vertriebs GmbH Credit Agreement]

Schedule 2.01

Revolving Credit Commitments

Lender	Revolving Credit Commitment
JPMorgan Chase Bank, N.A. (with respect to the Maltese Borrower, acting through J.P. Morgan Europe Limited)	$	41,300,000.00
Credit Suisse AG, Cayman Islands Branch	$	41,300,000.00
Bank of America, N.A. (with respect to the Maltese Borrower, acting through Banc of America Securities Limited)	$	26,900,000.00
Barclays Bank PLC	$	13,500,000.00
Deutsche Bank AG New York Branch	$	13,500,000.00
Royal Bank of Canada	$	13,500,000.00
Total	$	150,000,000.00

Schedule 4.01

Closing Date Collateral Documents

1. U.S. Collateral Agreement, dated as of the date hereof, by and between the Maltese Borrower and the Collateral Agent.

2. Floating Charge, dated as of the date hereof, by and between the Maltese Borrower and the Collateral Agent.

3. Security Deed, dated as of the date hereof, by and among the Maltese Borrower, the German Borrower and the Collateral Agent.

4. German Pledge Agreement, dated as of the date hereof, by and between the German Borrower and the Collateral Agent.

5. Pledge of Rights Agreement, dated as of the date hereof, by and between the Maltese Borrower and the Collateral Agent

6. Pledge of Bank Accounts, dated as of the date hereof, by and between the Maltese Borrower and the Collateral Agent.

7. Irrevocable Mandate by Way of Security in respect of the Apple Contract, dated as of the date hereof, by and between the Maltese Borrower and the Collateral Agent.

8. Irrevocable Mandate by Way of Security in respect of the Facebook Contract, dated as of the date hereof, by and between the Maltese Borrower and the Collateral Agent.

Schedule 5.06

Litigation

None.

Schedule 5.11

Subsidiaries

Entity Name	Form of Organization	Jurisdiction of Incorporation or Organization	% Equity Interest
Digital Jester Limited	Private Limited Company	England and Wales		100
King Digital Malta Intermediate Limited	Private Limited Liability Company	Malta		100
King Games Studio Bucharest S.R.L.	Limited liability company (Societate cu Răspundere Limitată)	Romania		100
King Games Studio S.L.	Limited Partnership (Sociedad Limitada)	Spain		100
King Japan Co., Ltd	Stock Company	Japan		100
King Mobile AB	Stock Company	Sweden		100
King Shared Services S.L.	Limited Partnership (Sociedad Limitada)	Spain		100
King.com Inc.	Corporation	Delaware		100
King.com Limited	Private Limited Liability Company	Malta		100
King.com Payments Inc.	Corporation	Delaware		100
Midasplayer AB	Stock Company	Sweden		100
Midasplayer Malta Holding Company Limited	Private Limited Liability Company	Malta		100
Midasplayer (Skills) Limited	Private Limited Company	England and Wales		100
Midasplayer Vertriebs GmbH	Limited Liability Company (Gesellschaft mit beschränkter Haftung)	Germany		100
Midasplayer.com Limited	Private Limited Company	England and Wales		100

Schedule 5.21

Specified Contracts

Apple Contract:

Document	Parties	Account Debtor	Payor Entity	Governing Law	Notice Address
Registered Apple Developer Agreement	Apple and the Maltese Borrower	N/A	N/A	California	N/A
iOS Developer Program License Agreement	Apple and the Maltese Borrower	Apple, Apple Canada, Inc., Apple Pty Limited, iTunes K.K., iTunes S.a.r.l.	Apple, iTunes S.a.r.l., Apple Canada, Inc., iTunes K.K., RoW iTunes S.a.r.l., (iAd Earnings) Apple Inc., Apple Pty Ltd.	California and the United States	iOS Developer Program Licensing, Apple Inc., 12545 Riata Vista Circle, MS 198-3SW, Austin, TX 78727, U.S.A.

Facebook Contract:

Document	Parties	Account Debtor	Payor Entity	Governing Law	Notice Address
Facebook Platform Policies	Published by Facebook and applicable to the Maltese Borrower	N/A	N/A	California	N/A
Facebook Developer Payments Terms	Facebook Payments International Ltd. and the Maltese Borrower	Facebook Payments International Ltd.	Facebook Payments International Ltd.	California	Facebook, Attn: Legal Department, 1601 Willow Avenue, Menlo Park, California, 94025
Statement of Rights and Responsibilities	Published by Facebook and applicable to the Maltese Borrower	N/A	N/A	California	N/A

Google Contract:

Document	Parties	Account Debtor	Payor Entity	Governing Law	Notice Address
Developer Distribution Agreement	Google and the German Borrower	N/A	N/A	California	1600 Amphitheatre Parkway, Mountain View, CA 94043
Seller Terms of Service	Google Payment Limited and the German Borrower	Google Payment Limited	Google Payment Limited	England & Wales	Belgrave House, 76 Buckingham Palace Road, London SW1W 9TQ United Kingdom, Attn: GPL Checkout Team
Three-Party Agreement	Google Payment Limited, WorldPay (UK) Ltd and the German Borrower	Google Payment Limited and World Pay (UK) Ltd	N/A	England & Wales	Belgrave House, 76 Buckingham Palace Road, London SW1W 9TQ United Kingdom, Attn: GPL Checkout Team

Schedule 7.01

Existing Liens

Debtor	Secured Party	Jurisdiction	Index	Description	Filing Date
Digital Jester Limited	Pontsarn Investments Limited	England and Wales	Companies House	Deed of Rental Deposit	7/28/2012
Midasplayer.com Limited	Accenture (UK) Limited	England and Wales	Companies House	Deed of Rental Deposit	3/31/2010
Midasplayer.com Limited	The Great Capital Partnership (G.P.) Limited and Great Capital Property Limited	England and Wales	Companies House	Deed of Rental Deposit	2/11/2011
Midasplayer.com Limited	The Great Capital Partnership (G.P.) Limited and Great Capital Property Limited as Trustees of Great Capital Partnership	England and Wales	Companies House	Deed of Rental Deposit	3/11/2011

Schedule 7.02

Existing Investments

None.

Schedule 7.03

Existing Indebtedness

None.

Schedule 7.05

Dispositions

None.

Schedule 7.07

Transactions with Affiliates

1. In June 2013, Holdings entered into a loan facility agreement with Stephane Kurgan, the Chief Operating Officer and Director of Holdings for $0.9 million (£0.6 million). The current interest rate is 4.0% per year and the terms of the loan facility were determined through arm’s length negotiations among the parties.

2. In January 2013, one of Holdings’ subsidiaries entered into a consulting agreement with Joshsthlm AB, an entity affiliated with Sebastian Knutsson, the Chief Creative Officer and Director of Holdings. Pursuant to the agreement Holdings pays $126 (800 SEK) per hour for certain developer, project management and design consulting services.

Schedule 7.11

Negative Pledge Clauses

None.

Schedule 10.02

Addresses for Notices

To Holdings, the Maltese Borrower, or the Borrower Agent:

Aragon House Business Centre

Dragonara Road

St. Julians STJ 3140

Malta

Tel No. XXX

Email: XXX@king.com

Website Address: www.king.com

To the German Borrower:

c/o Midasplayer.com Limited

Central Saint Giles

10^th Floor

1 St Giles High Street

London WC2H 8AG

Attention: Chief Financial Officer and Chief Legal Officer

Tel No. XXX

Email: XXX@king.com

To the Administrative Agent or the Collateral Agent with respect to the Maltese Borrower*:

J.P. Morgan Europe Limited

25 Bank Street

Canary Wharf, Floor 6

London, E14 5JP

United Kingdom

Attention of Victoria Venes

Fax No. +44 207 777 2360

Tel No. +44 207 742 6638

Email: XXX@jpmorgan.com

To the Administrative Agent or the Collateral Agent with respects to the German Borrower*:

JPMorgan Chase Bank, N.A.

Loan and Agency Services Group

500 Stanton Christiana Road, Ops 2, Floor 3

Newark, DE 19713

United States

Attention of Jonathan Krepol

Fax No. 1-302-634-3301

Tel No. 1-302-634-1112

Email: XXX@jpmorgan.com

To JPMorgan Chase Bank, N.A., as an L/C Issuer with respect to any Borrower*:

JPMorgan Chase Bank, N.A.

Loan and Agency Services Group

500 Stanton Christiana Road, Ops 2, Floor 3

Newark, DE 19713

United States

Attention of Jonathan Krepol

Fax No. 1-302-634-3301

Tel No. 1-302-634-1112

Email: XXX@jpmorgan.com

To the Swing Line Lender*:

JPMorgan Chase Bank, N.A.

Loan and Agency Services Group

500 Stanton Christiana Road, Ops 2, Floor 3

Attention of Jonathan Krepol

Newark, DE 19713

United States

Fax No. 1-302-634-3301

Tel No. 1-302-634-1112

Email: XXX@jpmorgan.com

* - For all such notices, please send a copy of such notice to:

JPMorgan Chase Bank, N.A.

383 Madison Avenue, 24th Floor

New York, NY 10179

United States

Attention of Tina Ruyter

Fax No. 1-212-270-3279

Tel No. 1-212-270-4676

Email: XXX@jpmorgan.com

EXHIBIT A

[FORM OF] ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the ABL Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Letters of Credit, Swing Line Loans and Protective Advances included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
	[and is an Affiliate/Approved Fund of [Identify Lender]]1
3.	Borrowers: King.com Limited and Midasplayer Vertriebs GmbH
4.	Administrative Agent: JPMorgan Chase Bank, N.A.

¹  Select as applicable.

A-1

5.	Credit Agreement: ABL Credit Agreement dated as of October 7, 2013, among King.com Limited, Midasplayer Vertriebs GmbH, Midasplayer International Holding Company Limited, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
6.	Assigned Interest:2

Facility Assigned	Aggregate Amount  of Revolving Credit  Commitment/ Revolving Credit Loans for all Lenders	Amount of Revolving Credit  Commitment/  Revolving Credit Loans Assigned	Percentage Assigned of Revolving Credit  Commitment/  Revolving Credit Loans3
Revolving Credit Commitment/ Revolving Credit Loans	$	$	%

Effective Date:                      , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].

The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information will be made available.

²  Must comply with the minimum assignment amounts set forth in Section 10.07(b)(ii)(A) of the Credit Agreement, to the extent such minimum assignment amounts are applicable

³  Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment/ Revolving Credit Loans of all Lenders.

A-2

The terms set forth in this Assignment and Assumption are hereby agreed to:

[NAME OF ASSIGNOR],
	by
		Name: Title:
[NAME OF ASSIGNEE],
by
		Name: Title:

A-3

[Consented to and]4 Accepted:
JPMORGAN CHASE BANK, N.A., as Administrative Agent,
	by
		Name:
		Title:
[Consented to:
KING.COM LIMITED, as Borrower Agent
	by
		Name:
		Title:]5
[Consented to:
[EACH L/C ISSUER,]
	by
		Name:
		Title:]6
[Consented to:
[SWING LINE LENDER,]
	by
		Name:
		Title:]7

⁴  To be included only if consent of the Administrative Agent is required by Section 10.07(b)(i)(B) of the Credit Agreement.

⁵  To be included only if the consent of the Borrower Agent is required by Section 10.07(b)(i)(A) of the Credit Agreement.

⁶  To be included only if the consent of each L/C Issuer is required by Section 10.07(b)(i)(C) of the Credit Agreement.

⁷  To be included only if the consent of the Swing Line Lender is required by Section 10.07(b)(i)(D) of the Credit Agreement.

A-4

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Holdings, the Borrower, any other Subsidiaries or Affiliates of Holdings or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Holdings, the Borrower, any other Subsidiaries or Affiliates of Holdings or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is an Eligible Assignee (and is not a Disqualified Lender or a Defaulting Lender), and it otherwise satisfies all other requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 4.01(c) thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (v) attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 3.01 of the Credit Agreement, duly completed and executed by the Assignee, and (vi) it does not bear a relationship to any Borrower described in Section 108(e)(4) of the Code; and (b) agrees that (i) it will, independently and without reliance on any Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

A-5

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to or on or after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with the law of the State of New York.

4. Maltese Borrower Confirmation. [By signing this Assignment and Assumption, the Maltese Borrower hereby confirms that, for purposes of Article 1185 of the Maltese Civil Code, the Liens on the Collateral created by the Loan Documents shall not be impaired by this assignment and shall be preserved for the benefit of all Lenders and the other Secured Parties.]⁸ [By signing this Assignment and Assumption, the Assignor, as authorized by the Maltese Borrower pursuant to Section 10.07(b)(ii)(E) of the Credit Agreement, confirms, on behalf of the Borrower Agent, that, for purposes of Article 1185 of the Maltese Civil Code, the Liens on the Collateral created by the Loan Documents shall not be impaired by this assignment and shall be preserved for the benefit of all Lenders and the other Secured Parties.]⁹

⁸  To be included if consent of the Borrower Agent is required by Section 10.07(b)(i)(A) of the Credit Agreement.

⁹  To be included if consent of the Borrower Agent is not required by Section 10.07(b)(i)(A) of the Credit Agreement.

A-6

EXHIBIT B	KING.COM LIMITED AND MIDASPLAYER VERTRIEBS GMBH
	BORROWING BASE CERTIFICATE
	As of

Reference is made to the ABL Credit Agreement dated as of October 7, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among King.com Limited (the “Maltese Borrower”), Midasplayer Vertriebs GmbH (the “German Borrower”), Midasplayer International Holding Company Limited, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer. Each capitalized term used but not defined herein shall have the meaning specified in the Credit Agreement. This Borrowing Base Certificate includes completed Schedules hereto.

	(USD in 000s)					Total
A.	German Borrowing Base					$	—
B.	Maltese Borrowing Base					$	—
D.	Aggregate Borrowing Base (line A plus line B)		—		—		—
E.	Aggregate Revolving Credit Commitments
F.	Lower of Aggregate Borrowing Base and Aggregate Revolving Credit Commitment (lesser of line D or line E)						0
G.	Less: Aggregate Revolving Credit Exposure as of Borrowing Base Reporting Date
	(i) Aggregate Revolving Credit Loans		—		—		—
	(ii) Aggregate L/C Obligations		—		—		—
	(iii) Aggregate Swing Line Obligations		—		—		—
	(iv) Aggregate Protective Advance Exposure		—		—		—
	Aggregate Revolving Exposure (sum of (i), (ii), (iii) and (iv))		—		—		—
	Excess Borrowing Base Availability, without regard to Line Cap (line D - G)	$	—	$	—
H.	Excess Availability (excluding Eligible Borrowing Base Cash) (line f - G)					$	—
I.	Add: Eligible Borrowing Base Cash						—
J.	Excess Availability (including Eligible Borrowing Base Cash) (line H + J)					$	—

Officer’s Certification:

Pursuant to Section 6.18(a) of the Credit Agreement, the undersigned, acting as a Responsible Officer of the Maltese Borrower and the German Borrower, certifies that (i) the information set forth in this Borrowing Base Certificate, including Schedules hereto, is true and complete in all material respects as of the date set forth below based on the books and records of the Borrowers and (ii) with respect to any amounts included in the German Borrowing Base or the Maltese Borrowing Base, all Borrowing Base General Eligibility Requirements are satisfied.

KING.COM LIMITED AND MIDASPLAYER VERTRIEBS GMBH
	Name:
	Title:

KING.COM LIMITED AND MIDASPLAYER VERTRIEBS GMBH

MONTHLY BORROWING BASE CALCULATION

BORROWING BASE CALCULATION MONTH END DATE:
BORROWING BASE REPORTING AS OF DATE (“BBRD”):
		Malta									Germany
		Total			Total			Total			Google			Consolidated
Gameplay Collections A/R as of most current month-end	(a)							$	—					$	—
Less: Gameplay Collections Remittance from most current month-end to BBRD	(b)								—						—
Date of Payment Remittances
Date range of activity covered by Payment Remittance
Add: Daily Gameplay Collections Remittance Amount from current month-end to BBRD	(c)
Subtotal: Gameplay Collections included in BB, before Max Revenue Day Cap			—			—			—						—
Maximum Gameplay Days In Borrowing Base Calculation:
Days Included in BB, before Max Revenue Day Cap
Max Revenue Days per Customer			31			45						31
Days in Excess of Max Revenue Days			—			—						—
Less: Revenue Days in Excess of Max Revenue Days (first days in, first out basis)		$	—		$	—		$	—		$	—			—
Less: Apple Dilution Reserve	(d)					—			—						—
Adjusted Gameplay Collections A/R as of BBRD (before concentration cap):		$	—		$	—		$	—		$	—		$	—
Less Ineligibles:
Marketing Services Accrual as most recent month-end	(e)								—			—			—
Amounts in dispute as applicable	(f)		—			—			—			—			—
Value Added Tax on German A/R as of most current month-end			—			—			—
Other			—			—			—						—
Total Ineligible Amount			—			—			—			—			—
Eligible Adjusted Gameplay Collections A/R before concentration limitation			—			—			—			—			—
Eligible Customer A/R % of Total
Maximum Concentration Cap			40	%		65	%					40	%
Concentration Cap Reduction (%)	(g)
Concentration Cap Reduction ($)	(g)		—			—			—			—			—
Net Eligible Adjusted Gameplay Collections A/R			—			—			—			—			—
Advance Rate			85	%		85	%		85	%		85	%		85	%
Borrowing Base before Reserves:			—			—			—			—			—
Less: Germany Liquidation Reserve	(h)											—			—
Less: Malta Employee Cost Reserve	(i)		—			—			—			—			—
Total Borrowing Base		$	—		$	—		$	—		$	—		$	—
AVERAGE DAILY REVENUE ANALYSIS		Most Current Month-End
Most current month-end:														Total
Gameplay Collections A/R as of most recent m/e		$	—		$	—					$	—
Number of Revenue Days included in Gameplay Collections A/R as of most current m/e
Average daily revenue for the most current m/e period														$	—
Period from most current month-end to BBRD:		15 Day Period After Most Current Month-End
Gameplay Collections A/R for period from most current month-end to BBRD		$	—		$	—					$	—
Number of Revenue Days included from most current month-end to BBRD
Average daily revenue $ during 15 days subsequent to current month-end
GOOGLE Rollforward:
GOOGLE Gameplay Collections A/R as of most current month-end											$	—
Less: Gameplay Collections Remittance from most current month-end to BBRD												—
Date of Payment
Date range of activity covered by Payment
Add: Daily Gameplay Collections Remittance Amount from most current M/E to BBRD)
Less: German VAT as of most current month-end												—
Google Adjusted Gameplay Collections A/R as of BBRD

KING.COM LIMITED AND MIDASPLAYER VERTRIEBS GMBH

BI-WEEKLY/WEEKLY BORROWING BASE CALCULATION

BORROWING BASE CALCULATION MONTH END DATE:
BORROWING BASE REPORTING AS OF DATE (“BBRD”):
			Malta								Germany
			Facebook			Apple			Total		Google			Consolidated
Gameplay Collections A/R as of most current month-end	—	(a)	$	—		$	—		$	—	$	—		$	—
Less: Gameplay Collections Remittance from most current month-end to BBRD		(b)		—			—			—	$	—			—
Date of Payment(s)				—			—					—
Date range of activity covered by Payment(s)				—			—					—
Add: Daily Gameplay Collections Remittance Amount from current month-end to BBRD		(c)		—			—			—		—			—
Subtotal: Gameplay Collections included in BB, before Max Revenue Day Cap				—			—			—		—			—
Maximum Gameplay Days In Borrowing Base Calculation:
Days Included in BB, before Max Revenue Day Cap
Max Revenue Days per Customer				31			45					31
Days in Excess of Max Revenue Days				—			—					—
Less: Revenue Days in Excess of Max Revenue Days (first days in, first out basis)			$	—		$	—			—	$	—			—
Less: Apple Dilution Reserve		(d)					—			—					—
Adjusted Gameplay Collections A/R as of BBRD (before concentration cap):				—			—			—		—			—
Ineligibles:
Marketing Services Accrual as most recent month-end		(e)		—			—			—		—			—
Amounts in dispute as applicable		(f)		—			—			—		—			—
Value Added Tax on German A/R as of most current month-end												—			—
Other				—			—			—		—			—
Total Ineligible Amount				—			—			—		—			—
Eligible Adjusted Gameplay Collections A/R Before Concentration Limitation				—			—			—		—			—
Eligible Customer A/R % of Total
Maximum Concentration Cap				40	%		65	%				40	%
Concentration Cap Reduction (%)		(g)		—			—								—
Concentration Cap Reduction ($)		(g)		—			—					—			—
Net Eligible Adjusted Gameplay Collections A/R				—			—					—			—
Advance Rate				85	%		85	%				85	%		85	%
Borrowing Base Before Reserves				—			—					—			0
Germany Liquidation Reserve		(h)		—			—					—			—
Malta Employee Cost Reserve		(i)		—			—			—		—			—
Total Borrowing Base			$	—		$	—		$	—	$	—		$	—
AVERAGE DAILY REVENUE ANALYSIS			Most Current Month-End
Most current month-end:														Total
Gameplay Collections A/R as of most recent m/e			$	—		$	—				$	—
Number of Revenue Days included in Gameplay Collections A/R as of most current m/e				—			—					—
Average daily revenue for the most current m/e period															—
Period from most current month-end to BBRD:			Period from Most Current Month-End to BBRD
Daily Gameplay Collections Remittance Amount from most current m/e to BBRD			$	—		$	—				$	—
Number of Revenue Days included from most current m/e to BBRD				—			—					—
Average Daily Revenue during period after most recent m/e to Weekly BB Reporting Date
GOOGLE Rollforward:
Google Gameplay Collections A/R as of most recent month-end			$	—
Less: Payments from Google				—
Date of Payment
Date range of activity covered by Payment
Add: Daily Gameplay Collections Remittance Amount from current month-end to BBRD				—
Less: German VAT as of most current month-end				—
Google Adjusted Gameplay Collections A/R as of BBRD			$	—

KING.COM LIMITED AND MIDASPLAYER VERTRIEBS GMBH

Borrowing Base - Reporting Requirements

The following information is to be submitted, pursuant to Section 6.18(a) of the Credit Agreement referred to above.

	Monthly Reporting:	Bi-Weekly/Weekly Reporting:
Borrowing Base Certificate in the form of Exhibit D	Required	Updated
Accounts Receivable Supporting Documents:
Accounts receivable details by customer	Required	Updated
Reconciliation of month-end A/R balances per customer to customer provided revenue reporting	Required	Updated
Supporting documentation (system generated extract report where applicable) for the A/R ineligibles, Reserve details reported on the Monthly, Bi-weekly, or Weekly Borrowing Base Certificates	Required	Updated
Other documentation as reasonably requested by the Agent	Required	Updated
Other Supporting Documents:
Summary of accounts payable aging(s) by vendor.	Required	Carryover from prior month-end
Reconciliation of A/P aging to general ledger and financial statements.	Required	Carryover from prior month-end
Other additional information as reasonably requested by the Agent	Required	Carryover from prior month-end
Cash in Specified German/Maltese Collection Deposit Accounts	Required	Updated
Cash in U.K. USD/EURO Concentration Deposit Accounts	Required	Updated

EXHIBIT C-1A

[FORM OF] COMMITTED LOAN NOTICE (BORROWING)

[JPMorgan Chase Bank, N.A.¹

Loan and Agency Services Group

500 Stanton Christiana Road, Ops 2, Floor 3

Newark, DE 19713

United States

Attention of Jonathan Krepol

Fax No. 1-302-634-3301

Tel No. 1-302-634-1112

Email: XXX@jpmorgan.com]

[J.P. Morgan Europe Limited²

25 Bank Street

Canary Wharf, Floor 6

London, E14 5JP

United Kingdom

Attention of Victoria Venes

Fax No. +44 207 777 2360

Tel No. +44 207 742 6638

Email: XXX@jpmorgan.com]

In each case, copy to:

JPMorgan Chase Bank, N.A.

383 Madison Avenue, 24th Floor

New York, NY 10179

United States

Attention of Tina Ruyter

Fax No. 1-212-270-3279

Tel No. 1-212-270-4676

Email: XXX@jpmorgan.com

[Date]

Ladies and Gentlemen:

Reference is made to the ABL Credit Agreement dated as of October 7, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among King.com Limited, Midasplayer Vertriebs GmbH, Midasplayer International Holding Company Limited, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent. Capitalized terms used but

¹  For Loans made to the German Borrower.

²  For Loans made to the Maltese Borrower.

C-1A-1

not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a Committed Loan Notice and the undersigned Borrower hereby gives you notice, pursuant to Section 2.02 of the Credit Agreement, that it requests a Revolving Credit Borrowing under the Credit Agreement, and in connection therewith specifies the following information with respect to such Revolving Credit Borrowing:

(A) Borrower requesting the Revolving Credit Borrowing:                                                                                                           

(B) Aggregate principal amount of Revolving Credit Borrowing:³ $                                                                                            

(C) Date of Revolving Credit Borrowing (which is a Business Day):                                                                                           

(D) Class and Type of Revolving Credit Borrowing⁴:                                                                                                                     

(E) Interest Period and the last day thereof:⁵                                                                                                                                     

(F) Location and number of the account to which proceeds of the requested Revolving Credit Borrowing are to be disbursed: [Name of Bank] (Account No.:                                        )

Very truly yours,
[KING.COM LIMITED]6,
by:
	Name:
	Title:

³  Must comply with Section 2.02(a) of the Credit Agreement.

⁴  For Borrowings by the German Borrower only, specify whether such Borrowing is for a Eurocurrency Rate Loan or a Base Rate Loan. If no election as to the Type of Borrowing is specified, then the requested Borrowing by the German Borrower shall be for a Base Rate Loan.

⁵  Applicable to Eurocurrency Rate Loans only. Shall be subject to the definition of “Interest Period” and can be a period of one, two, three or six months (or, to the extent agreed by each applicable Lender participating in such Eurocurrency Rate Loan, twelve months or a period shorter than one month). If an Interest Period is not specified, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.

⁶  To be signed by the applicable Borrower making the Committed Loan Notice.

C-1A-2

[MIDASPLAYER VERTRIEBS GMBH]6,
by:	King.com Limited, as Borrower Agent
by:
	Name:
	Title:

C-1A-3

EXHIBIT C-1B

[FORM OF] COMMITTED LOAN NOTICE (CONVERSION OR CONTINUATION)

[JPMorgan Chase Bank, N.A.¹

Loan and Agency Services Group

500 Stanton Christiana Road, Ops 2, Floor 3

Newark, DE 19713

United States

Attention of Jonathan Krepol

Fax No. 1-302-634-3301

Tel No. 1-302-634-1112

Email: XXX@jpmorgan.com]

[J.P. Morgan Europe Limited²

25 Bank Street

Canary Wharf, Floor 6

London, E14 5JP

United Kingdom

Attention of Victoria Venes

Fax No. +44 207 777 2360

Tel No. +44 207 742 6638

Email: XXX@jpmorgan.com]

In each case, copy to:

JPMorgan Chase Bank, N.A.

383 Madison Avenue, 24th Floor

New York, NY 10179

United States

Attention of Tina Ruyter

Fax No. 1-212-270-3279

Tel No. 1-212-270-4676

Email: XXX@jpmorgan.com

[Date]

Ladies and Gentlemen:

Reference is made to the ABL Credit Agreement dated as of October 7, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among King.com Limited, Midasplayer Vertriebs GmbH, Midasplayer International Holding Company Limited, the Lenders party thereto and

¹  For conversions or continuations of Loans made to the German Borrower.

²  For continuation of Loans made to the Maltese Borrower.

C-1B-1

JPMorgan Chase Bank, N.A., as the Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a Committed Loan Notice and the undersigned Borrower hereby gives you notice, pursuant to Section 2.02 of the Credit Agreement, that it requests a [conversion of Revolving Credit Loans from one Type to the other]³ [continuation of Eurocurrency Rate Loans] under the Credit Agreement, and in connection therewith specifies the following information with respect to such [conversion][continuation]:

(A) Borrower requesting the [conversion][continuation]:                                                                                                           

(B) Aggregate principal amount of existing Revolving Credit Loans to be [converted][continued]:⁴ $                                

(C) Class and Type of Revolving Credit Loans to be [converted][continued]:                                                                          

(D) Date of [conversion][continuation] (which is a Business Day):                                                                                             

(E) [Type of Revolving Credit Loans to which such existing Revolving Credit Loans are to be converted]⁵:                       

(F) [Interest Period and the last day thereof]:⁶                                                                                                                                

Very truly yours,
[KING.COM LIMITED]7,
by:
	Name:
	Title:

³  Only in the case of Revolving Credit Loans extended to the German Borrower.

⁴  Must comply with Section 2.02(a) of the Credit Agreement.

⁵  For conversions by the German Borrower only, specify whether such Revolving Credit Loan is being converted to Eurocurrency Rate Loan or a Base Rate Loan.

⁶  Applicable to conversions to, or continuations of, Eurocurrency Rate Loans only. Shall be subject to the definition of “Interest Period” and can be a period of one, two, three or six months (or, to the extent agreed by each applicable Lender participating in such Eurocurrency Rate Loan, twelve months or a period shorter than one month). If an Interest Period is not specified, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.

⁷  To be signed by the applicable Borrower making the Committed Loan Notice.

C-1B-2

[MIDASPLAYER VERTRIEBS GMBH]7,
by:	King.com Limited, as Borrower Agent
by:
	Name:
	Title:

C-1B-3

EXHIBIT C-2

[FORM OF] SWING LINE LOAN NOTICE

JPMorgan Chase Bank, N.A.

Loan and Agency Services Group

500 Stanton Christiana Road, Ops 2, Floor 3

Newark, DE 19713

United States

Attention of Jonathan Krepol

Fax No. 1-302-634-3301

Tel No. 1-302-634-1112

Email: XXX@jpmorgan.com

Copy to:

JPMorgan Chase Bank, N.A.

383 Madison Avenue, 24th Floor

New York, NY 10179

United States

Attention of Tina Ruyter

Fax No. 1-212-270-3279

Tel No. 1-212-270-4676

Email: XXX@jpmorgan.com

[Date]

Ladies and Gentlemen:

Reference is made to the ABL Credit Agreement dated as of October 7, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among King.com Limited, Midasplayer Vertriebs GmbH (the “German Borrower”), Midasplayer International Holding Company Limited, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a Swing Line Loan Notice and the undersigned German Borrower hereby gives you notice, pursuant to Section 2.04 of the Credit Agreement, that it requests a Swing Line Borrowing under the Credit Agreement, and in connection therewith specifies the following information with respect to such Swing Line Borrowing:

(A) Aggregate principal amount of Swing Line Borrowing:¹ $        

(B) Date of Swing Line Borrowing (which is a Business Day):                     

¹  Must comply with Section 2.04(b) of the Credit Agreement.

C-2-1

(C) Location and number of the account to which proceeds of the requested Swing Line Borrowing are to be disbursed: [Name of Bank] (Account No.:                                         )

Very truly yours,
MIDASPLAYER VERTRIEBS GMBH,
by:	King.com Limited, as Borrower Agent
by:
	Name:
	Title:

C-2-2

EXHIBIT D

FORM OF INFORMATION CERTIFICATE

Financial Statement Date                     

To JPMorgan Chase Bank, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to the ABL Credit Agreement dated as of October 7, 2013, (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among King.com Limited (the “Maltese Borrower”), Midasplayer Vertriebs GmbH (the “German Borrower” and, together with the Maltese Borrower, the “Borrowers”), Midasplayer International Holding Company Limited (“Holdings”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender. Capitalized terms used herein have the meaning attributed thereto in the Credit Agreement unless otherwise defined herein.

Pursuant to Section 6.02(a) of the Credit Agreement, the undersigned, in his/her capacity as a Responsible Officer of Holdings, certifies as follows:

[Use following paragraph 1 for fiscal year-end financial statements]

1. [Attached hereto as Schedule I is the audited consolidated statement of financial position of Holdings and its consolidated Subsidiaries [and the audited consolidated statement of financial position of Holdings and its Restricted Subsidiaries, in each case,]¹ as at the fiscal year ended [            ], 201[    ], and[, in each case,] the related audited consolidated statements of operations, comprehensive income, changes in equity and cash flows for such fiscal year [and, a detailed reconciliation reflecting such financial information for Holdings and the Restricted Subsidiaries, on the one hand, and Holdings and its consolidated Subsidiaries, on the other hand]², setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with IFRS and[, except with respect to any such reconciliation,] audited and accompanied by a report and opinion of [            ], which report and opinion has been prepared in accordance with generally accepted auditing standards and is not subject to any “going concern” or like qualification or any qualification or exception as to the scope of such audit.]

[Use following paragraph 1 for fiscal quarter-end financial statements]

¹  Insert if the audited consolidated statement of financial position of Holdings and its consolidated Subsidiaries is different from the audited consolidated statement of financial position of Holdings and its Restricted Subsidiaries, and Holdings chooses not to provide a detailed reconciliation of such differences.

²  Insert if Holdings chooses to provide a detailed reconciliation of differences instead of the audited financial statements for Holdings and its Restricted Subsidiaries.

D-1

SCHEDULE I TO

EXHIBIT D

1. [Attached hereto as Schedule I is the unaudited consolidated statement of financial position of Holdings and its consolidated Subsidiaries [and the unaudited consolidated statement of financial position of Holdings and the Restricted Subsidiaries, in each case]³ as at the fiscal quarter ended [            ], 201[    ], and[, in each case,] the related (i) unaudited consolidated statements of operations, comprehensive income and changes in equity for such fiscal quarter and for the portion of the fiscal year then ended and (ii) unaudited consolidated statements of cash flows for the portion of the fiscal year then ended [and a detailed reconciliation reflecting such financial information for Holdings and the Restricted Subsidiaries, on the one hand, and Holdings and its consolidated Subsidiaries, on the other hand],⁴ setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail. Such financial statements [and such reconciliation] fairly present in all material respects the financial position, results of operations and cash flows of Holdings and its consolidated Subsidiaries or Holdings and its Restricted Subsidiaries, as applicable, in accordance with IFRS, subject to changes resulting from normal year-end audit adjustments and to the absence of footnotes.]

2. Attached hereto as Schedule II is a list of Subsidiaries that identifies each Immaterial Subsidiary and each Subsidiary that is not an Immaterial Subsidiary as of the date hereof or confirmation that there is no change in such information since the later of the Closing Date or the date of the Information Certificate heretofore most recently delivered.

3. An affirmative verification by Holdings and the Borrowers of whether there has been any material amendment, supplement or other modification of any existing Specified Contract since the Closing Date, or any material modification of any course of dealing under any Specified Contract since the Closing Date, has been performed in accordance with Section 6.19(b) of the Credit Agreement during the most recent fiscal quarter covered by the financial statements attached hereto.

4. All notices required under Section 6.10(a) or 6.19(a) of the Credit Agreement have been provided.

5. I have made, or have caused to be made under my supervision, a review in reasonable detail of the terms of the Credit Agreement and the transactions and condition of Holdings and the Subsidiaries during the accounting period covered by the financial statements attached hereto. To my knowledge (giving effect to the results of such review), during such accounting period, except as otherwise disclosed to the Administrative Agent in writing pursuant to the Credit Agreement, no Default or Event of Default has occurred and is continuing.

³  Insert if the audited consolidated statement of financial position of Holdings and its consolidated Subsidiaries is different from the audited consolidated statement of financial position of Holdings and its Restricted Subsidiaries, and Holdings chooses not to provide a detailed reconciliation of such differences.

⁴  Insert if Holdings chooses to provide a detailed reconciliation of differences instead of the unaudited financial statements for Holdings and its Restricted Subsidiaries.

D-2

SCHEDULE I TO

EXHIBIT D

6. Attached hereto as Schedule III is a calculation of the Fixed Charge Coverage Ratio for the Test Period ended on the last day of the accounting period covered by the financial statements attached hereto (setting forth, in reasonable detail, the calculation thereof).

7. [Attached hereto is a Pro Forma Adjustment Certificate in accordance with clause (d) of the definition of “Consolidated EBITDA” set forth in the Credit Agreement.]⁵

⁵  Only included to the extent applicable.

D-2

Yours truly,
MIDASPLAYER INTERNATIONAL HOLDING COMPANY LIMITED,
by:
	Name:
	Title:

D-4

SCHEDULE I TO

EXHIBIT D

FINANCIAL STATEMENTS/RECONCILIATION

D-2

SCHEDULE II TO

EXHIBIT D

SUBSIDIARIES

[Select one]

[Set forth below is a list of each Immaterial Subsidiary and each Subsidiary that is not an Immaterial Subsidiary (each identified as such) of Holdings as of the date hereof:

1. [    ]

2. [    ]

[or]

[There has been no change to the list of each Immaterial Subsidiary and each Subsidiary that is not an Immaterial Subsidiary, in each case, of Holdings since (the later of) [the Closing Date] [the date of the Information Certificate heretofore most recently delivered dated                     ].]

D-6

SCHEDULE III TO

EXHIBIT D

FIXED CHARGE COVERAGE RATIO CALCULATION

D-7

EXHIBIT E

[FORM OF] NOTE

$[        ] New York, New York [            ], 20[    ]

FOR VALUE RECEIVED, the undersigned, [KING.COM LIMITED, a private limited liability company incorporated in Malta with registration number C42504 (the “Maltese Borrower”)] [MIDASPLAYER VERTRIEBS GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, registered with the commercial register of the local court of Hamburg with registration number HRB 94746 (the “German Borrower”)] hereby promises to pay to [NAME OF LENDER], or its registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds at the office of JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), at 270 Park Avenue, New York, New York 10017, (a) on the dates set forth in the Credit Agreement referred to below, the lesser of (i) the amount set forth above and (ii) the aggregate unpaid principal amount of all Loans made by the Lender to the [Maltese][German] Borrower from time to time pursuant to the ABL Credit Agreement dated as of October 7, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Maltese Borrower, the German Borrower, Midasplayer International Holding Company Limited, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender and (b) interest on the unpaid principal amount of all Loans made by the Lender to the [Maltese][German] Borrower at the rate or rates per annum, from the dates and payable on the dates set forth in the Credit Agreement. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Credit Agreement.

The [Maltese][German] Borrower promises to pay interest, on demand, on any overdue principal of or interest on any Loan or any fee or other amount payable by the [Maltese][German] Borrower in accordance with the Credit Agreement.

This Note is one of the promissory notes referred to in Section 2.11 of the Credit Agreement. This Note is subject to the terms of the Credit Agreement.

In case an Event of Default shall occur and be continuing, the principal of and accrued interest on this Note may become or be declared to be due and payable in the manner and with the effect provided in the Credit Agreement.

The [Maltese][German] Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note.

All Borrowings evidenced by this Note, the Type thereof, the maturity thereof, all payments, repayments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be recorded by the Lender and, prior to any transfer hereof, endorsed by the Lender on the schedule attached hereto, or on a continuation of such schedule attached hereto and made a part hereof; provided that the

failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the [Maltese][German] Borrower under this Note or under the Credit Agreement.

This Note and the Loans evidenced hereby may be transferred in whole or in part only by registration of such transfer on the Register maintained for such purpose by or on behalf of the undersigned as provided in Section 10.07(c) of the Credit Agreement.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[Signature Page Follows]

[KING.COM LIMITED][MIDASPLAYER VERTRIEBS GMBH],

By

Name:

Title:

Loans and Payments

Date Amount and
Type of Loan Maturity Date Payments of Principal / Interest Unpaid Principal
Balance of Note Name of Person
Making Notation

EX-10.18

Exhibit 10.18

         DILIGENTIA LEASE AGREEMENT FOR PREMISES Page 1 (4) No:     9753-3006-01    

The undersigned parties have today entered into the following lease agreement. A cross in a box means that the subsequent text applies

Landlord

Name: Diligentia Fyrkanten AB

Person/company-ID: 556652-4210

Tenant

Name: Midasplayer AB

Person/company-ID: 556653-2064

Billing address: Sveavägen 44, SE-111 34 Stockholm

Address etc. of premises

Municipality: Stockholm

Property name: Träsket 17

Street: Sveavägen 44

Floors/buildings: Floor 4

Unit-no (premises): 3006

Use of premises

The premises and associated space will be let for use as Offices for Midasplayer AB

¨

The proposed use is set out in more detail in the attached specification.

Annex:

Condition of the premises

The premises will be let in their existing state.

x

A description of the condition of the premises on the date of signature of this agreement, and details of who is to arrange and pay for any defects to be remedied and any agreed changes to be made as of the start date of the lease, can be found in the attached inspection report and action list.

Annex:    2

Size and area of the premises

Area type Office

Floor 4

approx. m 2 approx. 4127

Area type

Floor

approx. m 2

If the area stated in the agreement differs from the actual area, this will not entitle the tenant to any repayment or reduction in the rent or entitle the landlord to a higher rent, as the case may be.

x

The scope of the rented premises is shown in the attached drawing(s).

Annex:    1, 3:4

¨

Vehicle access for loading and unloading

x

Space for signs

¨

Space for display board/entryphone

¨

Parking space(s) for                car(s)

¨

Garage space(s) for                car(s)

¨

Lease period

From (inclusive): 01.09.2014

To (inclusive): 31.08.2019

Notice of termination/ extension

Notice of termination of this agreement must be given in writing at least     9     months before the end of the agreed lease period. Otherwise, the agreement will be extended by x     3     years ¨                      months at a time

Rent

SEK 19,000,000 per year, excluding the additional charges marked below

Index clause

x

Any change to the rent stated above will be made in accordance with the attached index clause.

Annex:    2

Property tax

x

Property tax is payable in accordance with the attached property tax clause.

¨       Property tax will be included in the rent.

Annex:    2

Provision of and payment for electricity, sanitation, heating, hot water, cooling and ventilation

The landlord will provide/arrange for x Electricity    x Water and sanitation            x Heating            x Hot water            x Cooling            x Ventilation Payment:

Electricity

¨

Tenant takes out its own contract.

x

Tenant pays according to attached operating costs clause.

¨

Included in rent.

Annex:    2

Water and sanitation

¨

Tenant takes out its own contract.

¨

Tenant pays according to attached operating costs clause.

x

Included in rent.

Annex:

Heating

¨

Tenant takes out its own contract.

x

Tenant pays according to attached operating costs clause.

¨

Included in rent.

Annex:    2

Hot water

¨

Tenant takes out its own contract.

¨

Tenant pays according to attached operating costs clause.

x

Included in rent.

Annex:

Cooling

¨

Tenant takes out its own contract.

x

Tenant pays according to attached operating costs clause.

¨

Included in rent.

Annex:    2

Ventilation

¨

Tenant pays according to attached operating costs clause.

x

Included in rent.

Annex:

Meters

If the tenant is to have its own contract as above, and there is no meter, the installation of the necessary meters will be carried out and paid for by x the landlord ¨ the tenant

Fastighetsägarna Sverige’s form 12B.2, drawn up in 2008 in consultation with SABO, Svensk Handel and Visita. Revised 2011. Reprinting prohibited. Signed          Signed

       DILIGENTIA LEASE AGREEMENT FOR PREMISES Page 2 (4) No:     9753-3006-01    

The undersigned parties have today entered into the following lease agreement. A cross in a box means that the subsequent text applies

Waste disposal	In so far as the landlord is responsible for providing space for waste to be stored and arranging for it to be removed, the tenant is responsible for placing waste in the bins provided in the designated place and for assisting, without charge, in any further sorting that the landlord may decide upon. The following will also apply:
	x	The tenant will arrange and pay for the removal of any waste originating from activities carried out by the tenant on the premises (although the landlord is responsible for providing waste bins and the necessary refuse space). The tenant undertakes to sign and maintain a contract with a disposal company for the removal of waste.
	¨	The landlord will coordinate the removal of any waste from the business activities of multiple tenants in the property. The tenant will reimburse the landlord for the tenant’s share of the cost of waste removal as a supplement to the rent. The portion of this cost payable for the premises is considered to be              per cent. On the date of signature of this agreement, the supplement to the rent will be SEK              per year.
	¨	The cost of removing any waste originating from activities carried out by the tenant on the premises will be included in the rent.
	¨	Other provision: see annex				Annex:
Cleaning of stairs	x	included in rent	¨       arranged and paid for by the tenant	¨       other provision: see annex		Annex:
Snow clearing and gritting	x	included in rent	¨       arranged and paid for by the  tenant	¨       other provision: see annex		Annex:
Unforeseen costs	If unforeseen cost increases for the property should arise after signature of this agreement as a result of a) the introduction or increase of any tax, charge or levy payable specifically for the property that may be ordered by the parliament, government, municipality or other authority, or b) general development measures or similar undertaken on the property that do not only concern the premises and which the landlord is obligated to carry out following a decision of the parliament, government, municipality or other authority, the tenant will reimburse the landlord with effect from the date of the cost increase for the share of the total annual cost increase for the property that is attributable to the premises. The share attributable to the premises is set at 11.72 per cent. If this percentage is not specified, it will be determined from the rent paid by the tenant (excl. VAT) in proportion to the rents paid for all premises in the property at the date of the cost increase (excl. VAT). For unlet premises, an estimate of the market rent will be made. Tax under a) above does not include VAT and property tax in as much as these will be reimbursed in line with the agreement. Unforeseen costs are any costs not decided upon by the bodies mentioned under a) and b) at the date of conclusion of the agreement. Remuneration will be made according to the rules set out below for the payment of rent.
Value-added tax (VAT) Tenant’s liability for VAT
	x	The tenant intends to operate business activities liable for VAT on the premises.
Landlord’s liability for VAT	¨	The tenant does not intend to operate business activities liable for VAT on the premises.
	x	The owner/landlord is liable for VAT from letting the premises. The tenant will pay the applicable VAT in addition to the rent.
	¨	If, following a decision by Skatteverket (The Swedish Tax Agency) the owner/landlord becomes liable for VAT from letting the premises, the tenant will pay the applicable VAT in addition to the rent.
	The VAT is payable with the rent and will be calculated on the specified rent amount plus any supplements and other remuneration specified in the lease agreement, according to the rules concerning VAT on rent in effect at any given time. If, as a result of the tenant’s own actions – such as the full or partial sub-letting of the premises (including to its own company) – the landlord becomes liable for VAT under the provisions of the Swedish VAT Act, the tenant must reimburse the landlord in full for the loss of the landlord’s right to deduct VAT. The tenant must also pay remuneration for the increased cost arising from the loss of the landlord’s right to deduct VAT on operating costs which results from the tenant’s actions.
	¨	If the introduction of mandatory liability for VAT on the rental of premises renders the owner/landlord liable for VAT on the rental of these premises, this will be governed by whatever the parties have agreed separately under the attached clause.				Annex:
Payment of rent	Rent will be payable in advance, without any reminder, by the last working day before the start of ¨ each calendar month x each  calendar quarter, by transfer to			PlusGiro no: 4130102-9	BankGiro no: 5048-7503
Interest, payment reminder	In the event of late payment of rent, the tenant will pay both interest according to the Swedish Interest Act and remuneration for written reminders according to the legislation on remuneration for collection costs etc.
Environmental impact	Before taking possession, the tenant must obtain the necessary permits for the business for which the premises have been let. The business must be run in such a way that it complies with the environmental legislation and other rules on the environment in effect at any given time. The tenant’s liability for the environmental impact will continue after the expiry of this agreement and is not time-limited under the provisions of Chapter 12, Section 61 of the Swedish Land Code (Jordabalken).
	¨	For further provisions concerning environmentally hazardous activities, see attached environmental clause.				Annex:
	x	The parties have reached an agreement to reduce the environmental impact of the property and the premises; see ‘green annex’.				Annex:     6
Building product declarations	If the tenant carries out maintenance, improvement or modification work to the premises, under the provisions of this agreement or otherwise, the tenant must provide the landlord in good time prior to the work with building product declarations – where these exist – for the products and materials to be brought into the premises.
Inspections	If an inspection ordered by an authority to examine installations such as electrical or sprinkler systems uncovers faults and defects in installations belonging to the tenant, the tenant must perform the requested remedial measures at its own expense and within the time specified by the authority. If the tenant has not remedied faults and defects within the specified time, the landlord may take the measures specified by the authority at the tenant’s expense.
Access to certain areas	The tenant must ensure that access to areas which the landlord or anyone representing the landlord, or staff from energy, sanitation or telecoms companies and similar, needs to access for the management and operation of the property is not impeded by any aspect of the tenant’s business activities.

Fastighetsägarna Sverige’s form 12B.2, drawn up in 2008 in consultation with SABO, Svensk Handel and Visita. Revised 2011. Reprinting prohibited. Signed          Signed

         DILIGENTIA LEASE AGREEMENT FOR PREMISES Page 3 (4) No:     9753-3006-01    

The undersigned parties have today entered into the following lease agreement. A cross in a box means that the subsequent text applies

PBL charges	If the tenant makes changes to the premises without the necessary planning permission, other permit or authorization, which result in the landlord being obliged to pay a building fee or fine under the rules in the Swedish Planning and Building Act (PBL), the tenant must reimburse the landlord with an equivalent amount.
Fire protection	x   The parties’ obligations towards each other under accident prevention legislation are governed by the attached fire protection clause.			Annex:    2
Official requirements etc.	¨    The landlord x   The tenant	must take any measures, on its own responsibility and at its own expense, that may be ordered by an authority, court or insurance company pursuant to current or future legislation or contract from the start date of the lease onwards for the use of the premises for their intended purpose. The tenant must consult with the landlord before measures are taken.
Fixtures and fittings	The premises are let
	x   without any fittings intended specifically for the business	¨    with fittings intended specifically for the business according to annex		Annex:
Maintenance	¨    The landlord will carry out and pay for the necessary maintenance of the premises and any fittings provided by the landlord specifically for the tenant.		However, the tenant is responsible for                                           ¨ as per annex	Annex:
	x   The tenant will carry out and pay for the necessary maintenance of the surface of floors, walls and ceilings and of fittings provided by the landlord specifically for the tenant.		The tenant’s maintenance obligation also includes                                          ¨ as per annex	Annex:     2, 5
	¨    For further breakdown of maintenance obligations, see annex.			Annex:
	If the tenant neglects its maintenance obligation as set out above and does not rectify the situation within a reasonable time following a written warning, the landlord may discharge the obligation at the tenant’s expense.
Management, operation and modification work	Unless agreed otherwise, the landlord will handle the management, operation and maintenance of public and shared areas.
	¨    Other agreement on public and shared areas			Annex:
	The tenant may not carry out any fitting out and/or installation or modification work that directly affects load-bearing building elements or facilities or installations essential to the functioning of the building, such as electrical, water and sanitation and ventilation systems, without the landlord’s written approval. The tenant may not incorporate installations such as sprinkler heads and ventilation systems into fixtures in such a way that the performance of such systems is compromised. When performing fitting out work, the tenant must ensure that the essential function of radiators and other heating equipment is maintained.
Cables for telephone and data communication	¨    The landlord                            x    The tenant will pay for the necessary laying of cables for telephone and data communication from the connection point stipulated by the operator to the points in the premises chosen by the tenant in consultation with the landlord.
	¨    Other breakdown of responsibility for telephony and data communication, see annex.			Annex:
Signs, awnings, etc.	Subject to consultation with the landlord, the tenant may erect the usual signs for the business, provided that the landlord does not have a legitimate reason to refuse consent and that the tenant has obtained the necessary permits from the authorities concerned. Other fittings such as awnings and antennae may not be erected without the landlord’s consent. When vacating the premises, the tenant must restore the exterior of the property to an acceptable state. In the case of more extensive maintenance to the property, such as exterior renovation, the tenant must remove and reinstate any signs and other fittings placed on the building by the tenant, at its own expense and without remuneration. The landlord undertakes not to install entryphone systems and display boards on the exterior walls of the premises rented by the tenant without the tenant’s consent, and grants the tenant priority rights to install entryphones and display boards on the walls in question.
	¨    The tenant undertakes to comply with the attached signage scheme.			Annex:
Insurance	The landlord must take out and maintain the standard property insurance for the buildings in which the rented premises are located. The tenant must take out and maintain business insurance for the activities carried out on the premises. Both the landlord’s and the tenant’s insurance must cover damage caused by third parties.
External damage	¨    The landlord                            x     The tenant will be liable for damage to windows, displays and signs belonging to the premises and to entrance and other doors or gates leading to and from the premises. In all cases, this liability will also include frames, openings and door cases.
Locking systems	¨    The landlord                            x     The tenant will equip the premises with any locking and intrusion protection systems required by the tenant’s business insurance.
Reduction in rent
Agreed state etc.	The tenant will not be entitled to any reduction in rent for periods when the landlord is having work done to restore the premises to the agreed state or other work specifically mentioned in this agreement and the annexes to it.
Routine maintenance	¨    Any reduction in rent for impediments or restrictions to rights of use where the landlord is having routine maintenance done to the premises or the property as a whole will be granted according to the rules in the Swedish Lease Act. ¨    The tenant is not entitled to any reduction in rent for impediments or restrictions to rights of use where the landlord is having routine maintenance done to the premises or the property as a whole. However, the landlord must inform the tenant in good time of the nature and extent of the work and when and for how long it is to be carried out.
	x   The parties agree that the right to a reduction in rent where the landlord is having routine maintenance done to the premises or the property as a whole will be governed by a separate annex.			Annex:    2

Fastighetsägarna Sverige’s form 12B.2, drawn up in 2008 in consultation with SABO, Svensk Handel and Visita. Revised 2011. Reprinting prohibited. Signed Signed

         DILIGENTIA LEASE AGREEMENT FOR PREMISES Page 4 (4) No:     9753-3006-01    

The undersigned parties have today entered into the following lease agreement. A cross in a box means that the subsequent text applies

Reinstatement on vacating the premises	Unless agreed otherwise, and no later than the end of the lease, the tenant must have removed its property and restored the premises to an acceptable state.
	¨    Other agreement on removal and reinstatement according to annex.			Annex:
	The parties agree to conduct a joint inspection of the premises no later than the last day of the lease. If, as a result of measures taken by the tenant – with or without the landlord’s consent – the premises contain materials not specifically agreed to be the landlord’s responsibility when vacated by the tenant, the tenant must remove these materials or reimburse the landlord for the costs of disposal, such as waste tax, transport and landfill or similar charges.
Force majeure	The landlord will be released from its obligation to fulfill its side of the agreement and to pay compensation if this commitment cannot be met at all or only at an abnormally high cost because of war or insurrection or any stoppage, blockade, fire, explosion or action by a public authority over which the landlord has no control and which it could not have foreseen.
Security	The tenant must lodge security with the landlord for its obligations under this agreement no later than the 1st month after signature, by way of
	¨    surety provided for            ¨    bank guarantee up to the sum of            x    other security in the form of			Annex:    2, 8
	deposit
	If the agreed security is not provided by the specified date, this agreement will lapse, if the landlord so demands before the start date of the lease.
Personal Data Act	¨    For information to tenants on the processing of personal data and written consent, see attached personal data clause. (Not applicable if the tenant is a legal person.)			Annex:
Special provisions	Size of the premises			Annex:    1
	Special provisions			Annex:    2
	Technical specification, room description, demarcation of investment			Annex:    3:1-3
	Drawing			Annex:    3:4
	Notification timetable, project cooperation, modification template			Annex:    4:1-3
	Demarcation of maintenance			Annex:    5
	Green annex, option drawing, deposition			Annex:    6, 7, 8
Signature	This agreement, which may not be signed without specific authority, has been drawn up in two identical copies, one for each party. Any earlier agreements between the parties relating to these premises will lapse from the entry into force of the present agreement.
	Place/date: Stockholm, 12.06.2013		Place/date: Stockholm, 12.06.2013
	Landlord’s name: Diligentia Fyrkanten AB		Tenant’s name: Midasplayer AB
	Signature (authorized signatory/agent): /s/ [illegible]                    /s/ [illegible]	¨    Authorized signatory x   Authorized agent	Signature (authorized signatory/agent): /s/ [illegible]	x   Authorized signatory ¨    Authorized agent
	Name in full: [illegible]                             John Junker		Name in full: Lars Markgren
Transfer Signature	The above lease agreement will be transferred as from
	Departing tenant (name):		New tenant (name):	Person/company-ID
	Signature (departing tenant):	¨    Authorized signatory ¨    Authorized agent	Signature (new tenant):	¨    Authorized signatory ¨    Authorized agent
	Name in full (departing tenant):		Name in full (new tenant):
Approval by the landlord	The Landlord approves the transfer Place/date:		Signature (authorized signatory/agent):	¨    Authorized signatory ¨    Authorized agent
	Landlord’s name:		Name in full (landlord/authorized signatory):

Fastighetsägarna Sverige’s form 12B.2, drawn up in 2008 in consultation with SABO, Svensk Handel and Visita. Revised 2011. Reprinting prohibited.

SVEAVÄGEN 44 SCOPE OF THE PREMISES ANNEX 1

Wingårdh MIDASPLAYER/KING - 10.06.2013          DILIGENTIA

SPECIAL PROVISIONS

FOR PREMISES

Annex no: 2

In the event of conflicting information or regulations, these Special Provisions will take precedence over the pre-printed agreement form (Fastighetsägarna Sverige form 12B.2)

RENTAL PROPERTY		Lease agreement no	In property
		9753-3006-01	Stockholm Träsket 17
LANDLORD		Company			Organization-ID
		Diligentia Fyrkanten AB			556652-4210
TENANT		Company/name			Organization/person-ID
		Midasplayer AB			556653-2064
LEASE PERIOD		From (inclusive)		To (inclusive)
		01.09.2014		31.08.2019
1.	DEFINITIONS	The “Property” refers to Träsket 17, at Sveavägen 44. The “Premises” refers to the area marked in annex 1 The “Landlord” refers to Diligentia Fyrkanten AB The “Tenant” refers to Midasplayer AB. The “Lease Agreement” refers to this contract, comprising Fastighetsägarna Sverige form 12B.2 plus annexes.
2.	TENANT-SPECIFIC MODIFICATIONS AND PRECEDENCE OF DOCUMENTS	The Landlord undertakes to bear the costs of the Premises and make them available in accordance with the documents and annexes 3:1–3:4 listed below in these Special Provisions (the ‘tenant-specific modifications’). These documents complement each other unless expressly stated otherwise. If there are conflicting details or regulations in these documents, they will apply in the order of precedence given below. All other work will be arranged and paid for by the Tenant Technical specification, annex 3:1 Standard room description, annex 3:2 Demarcation list for investments, annex 3:3 Drawing, annex 3:4 In addition, the following documents, in no particular order of precedence, will cover the tenant-specific modifications, i.e. the preparation of the premises: Notification timetable, annex 4:1 Project cooperation etc. during the planning and production phase, annex 4:2 Form for requesting changes and additions, annex 4:3 These latter documents complement each other.
3.	START DATE	The start date given in the Lease Agreement is a provisional start date. The definitive start date will be notified to the Tenant no later than six (6) months before the provisional start date given in the Lease Agreement. The “Definitive Start Date” is the date on which the tenant-specific modifications by the Landlord are complete and the Premises are in the agreed state. If the definitive start date falls on a date other than the day stated in the Lease Agreement, the duration of the lease will be extended accordingly. The end date of the lease will be rounded to the end of the quarter. The adjusted lease period will be documented in a written addendum to the Lease Agreement. On the definitive start date, a minuted handover inspection will be carried out to confirm that the premises conform to the documents in the Lease Agreement. Rent will be collected from the definitive start date onwards. If the definitive start date has been deferred for reasons attributable to the Tenant, such as where the Tenant’s own works have delayed the start date or the delay has been caused by changes or additions requested by the Tenant or the Tenant has not given notice in good time according to the notification timetable agreed between the Parties and this causes the delay, the Parties agree that the full rent plus supplements will be payable from the definitive start date notified in writing by the Landlord in accordance with the first paragraph of this clause. In these cases, the Tenant will if possible be allowed to move into the parts of the Premises that are ready. The Parties agree that neither party will be entitled to terminate the agreement or demand other penalties under Chapter 12 of the Swedish Land Code if the start date as defined above is delayed.
4.	INDEX	The base rent under this Lease Agreement will be SEK 19,000,000 per year. Of the base rent, 100% or SEK 19,000,000 will form the basis for calculating supplements under this clause. During the lease period, supplements to the base rent will be payable in line with changes in the consumer price index (Statistics Sweden’s total index with 1980 as base year) with a percentage markup on the base rent according the criteria below. The base rent will be deemed to be adjusted to the index figure for October 2012 (314.59 = base index).

    Special provisions - basic version     Ver. 2.2012 1(6) Signed

SPECIAL PROVISIONS

FOR PREMISES

Annex no: 2

		If the index figure for the third month (the reference month) preceding the month from which the modified rent is to apply has risen in relation to the base index, a rent supplement will be payable at the percentage by which the index has changed in relation to the base index. A rent supplement will subsequently be payable in line with changes in the index, whereby changes in the rent will be calculated on the basis of the percentage change between the base index and the index figure for the reference month. However, the resulting rent may never be set lower than the rent for the preceding quarter. Example: Base index according to lease agreement = October 2011. At the time of notifying the rent for Q2/2012 (April-June), the index for April is not known. The increase is calculated from the latest known quarterly index, for January 2012, which is compared with the base index. The adjustment is thus made with a quarter’s delay. The rent supplement according to this provision will be payable at the same time as the rent.
5.	COST OF HEAT	A supplement will be added to the rent for energy costs for heating of SEK 40/sqm per year. This rent supplement will be index-adjusted in the same way as the base rent.
6.	WATER AND SANITATION	The base rent includes the cost of water and sanitation for normal consumption. The Tenant will pay remuneration for the costs of water consumption and for heating of water beyond what is normal for the rented premises, such as for machines associated with operation or other special equipment. In the present case, it is the responsibility of the Tenant to procure and install water meters at its own expense to measure the consumption for which it is liable. Water meters may be installed on the initiative of either the Landlord or the Tenant. “Normal consumption” for the purposes of this clause refers to REPAB’s statistics on local usage.
7.	COOLING AND VENTILATION	A supplement will be added to the rent for energy costs for cooling (air conditioning) and ventilation of SEK 20/sqm per year. This rent supplement will be index-adjusted in the same way as the base rent. The ventilation system for the Property provided by the Landlord will normally operate between 07.00 and 18.00 on working days.
8.	SPECIAL COOLING	The Parties may reach a separate agreement on the provision of special cooling to the Premises.
9.	ELECTRICITY	The Tenant will be supplied with electricity via the Landlord’s contract. A supplement will be added to the base rent for the Tenant’s consumption of electricity, as follows. The Tenant will pay a provisional quarterly remuneration for electricity consumption of SEK 60/sqm per year. The difference between the provisionally billed consumption and the actual consumption will be settled annually in arrears, based on the Landlord’s overhead costs, with a markup as below. The overhead costs are made up of a fixed part (contract cost, grid charges, taxes etc.) and a variable part (consumption in öre/kWh). The fixed part will be apportioned according to consumption among those served via the Landlord’s electricity contract. The variable part will be measured with downstream meters. A fixed supplement of 5 öre/kWh will also be added for servicing low-voltage switching equipment and administration. The provisional billing for the second and subsequent years will be based on the previous year’s consumption. If the Landlord so wishes, it may also install a separate meter for the Premises. In this case, the Tenant undertakes to sign a separate electricity contract for the electricity consumed by the Premises.
10.	WASTE DISPOSAL	The Tenant must follow the Landlord’s instructions with regard to sorting and handling of waste and returnable materials. The Tenant must help to keep the Property and its public areas clean and tidy. Waste and returnable materials may not be stored outside the premises rented by the Tenant. If they are, the Landlord may remove them at the Tenant’s expense, after a written warning to the Tenant.
11.	PROPERTY TAX	Apart from the rent stated in the Lease Agreement, the Tenant will also pay remuneration for its share of any property tax payable for the premises. The Tenant’s share will be 11.72 per cent, calculated on the basis of the proportion of the total rentable area of the Property accounted for by the Premises. This proportion will not change during the lease period. Reimbursement of property tax will form a supplement to the rent and is unknown at the date of signature of the agreement.
12.	VALUE-ADDED TAX	At the date of signature, the Tenant’s business is classed as a business liable for VAT under the current rules. Alternatively, the Tenant is classed as a tenant who may be charged VAT according to the rules in Chapter 3 Section 3(2) of the Swedish VAT Act (1994:200). To clarify the provisions in this Lease Agreement concerning VAT, the Parties agree that, if circumstances affecting the Tenant’s liability for VAT change during the term of the agreement, for whatever reason, the Tenant will compensate the Landlord from the date on which the change occurs for all the Landlord’s additional costs caused by this, including but not limited to tax surcharges and interest. The same remuneration requirement will also apply where the Landlord incurs additional costs when its voluntary liability for VAT on the Premises is affected or the Landlord becomes liable for VAT previously waived on the Premises, because of sub-letting or partial letting of the Premises by the Tenant. If the Landlord so requests, the Tenant undertakes to provide details of any investment (for construction, extension or conversion covered by the ‘extended repair allowance’) made by the Tenant in the rented Premises. This information should include details of the total amount of opening VAT payable on the investments in question, and details of the proportion of this VAT deducted by the Tenant.
13.	ADVERTISING TAX	If it is found that signs erected at the Tenant’s instigation have been placed on the exterior of the building or elsewhere within the Property in such a way that they are not considered to be directly attached to rented premises as understood in the relevant case-law, and this in turn means that the Landlord becomes liable for advertising tax under the Act (1972:266) concerning tax on advertising, the Tenant must compensate the Landlord for the advertising tax plus any supplement that may be payable by the Landlord.

    Special provisions - basic version     Ver. 2.2012 2(6) Signed

SPECIAL PROVISIONS

FOR PREMISES

Annex no: 2

14.	INSPECTIONS AND REQUIREMENTS FROM AUTHORITIES ETC.	In addition to the provisions in this Lease Agreement on requirements from authorities, requirements from the Tenant’s employees, directly or via their trade unions, and requirements for access within, to and from the Premises that lead to changes to the Premises must be arranged and paid for by the Tenant. Requirements arising from any inspections and fire surveys of the Premises must be arranged and paid for by the Tenant where the findings concern installations carried out by or for the Tenant within the rented Premises.
15.	MEASURES ON MOVING INTO THE PREMISES	Before the Tenant moves into the Premises, the Landlord and the Tenant will conduct a joint handover inspection which is to be minuted. The purpose of the inspection is to establish the condition of the Premises as of the start date.
16.	MEASURES ON VACATING THE PREMISES	When the Tenant vacates the Premises, the Landlord and the Tenant will conduct a joint exit inspection which is to be minuted. When vacating the Premises, the Tenant will at its own expense leave the Premises properly cleaned, pick up and remove any fittings and equipment specifically paid for by the Tenant (e.g. reception desk, telephone and computer cables), repair any damage to the building and generally restore the Premises to a state acceptable to the Landlord. At the same time, the Tenant will hand over all gate and door keys etc., even if they have been procured by the Tenant. If the Premises are not properly cleaned or maintained when they are handed back, the Landlord may have them cleaned or repaired at the Tenant’s expense. When vacating the Premises, the Tenant will cancel any contracts for the supply of energy etc. entered into by the Tenant in its own name. The Tenant may leave its own fixtures and fittings subject to written consent from the Landlord. Any property left in place will fall to the Landlord without payment.
17.	TRANSFER OF LEASE RIGHTS TO THE PREMISES	The Tenant may not transfer its rights and obligations under this Lease Agreement without the Landlord’s written approval.
18.	LETTING OF LEASE RIGHTS TO THE PREMISES	The Tenant may not sub-let the Premises without first obtaining the Landlord’s written approval. Before any approval can be obtained to sub-let the Premises, the Tenant must apply to Skatteverket (The Swedish Tax Agency) and obtain a ruling on voluntary liability for tax on business premises. The Tenant must inform the Landlord in writing if the Tenant sub-lets any part of the Premises. No part of the Premises may be sub-let for purposes other than those agreed between the parties.
19.	MAINTENANCE	The Landlord is responsible for the exterior maintenance of the building and for maintenance of the Property’s essential installations for heating, cooling, ventilation and sanitation. The Tenant will be responsible for all interior maintenance. The Tenant’s maintenance obligation for surfaces and fittings covers management, repair and maintenance including any necessary replacement. Surfaces are floor coverings, carpets, paint and inside ceilings. Fittings are cupboards, doors, including outside doors that serve only the Premises, locks, benches, appliances, kitchen equipment, light fittings, awnings, blinds, gates, platforms and high-voltage installations fitted by the Tenant downstream of the fuse panel, or low-voltage installations fitted by the Tenant. The Tenant’s maintenance obligation and duty of care also include arranging and paying for cleaning and sweeping extraction ducts from kitchens and replacing light bulbs and fluorescent tubes within the Premises. If the Tenant fails to carry out the care/maintenance required under this clause, the Landlord may carry out the necessary work and bill the Tenant for the time and materials. The demarcation list (annex 5) sets out how the Landlord and the Tenant have chosen to divide the responsibility for ‘monitoring’, ‘care’, ‘maintenance’ and ‘replacement’ during the lease and who is to bear the costs of these. Definitions of the terms used above can be found in the demarcation list.
20.	REDUCTION IN RENT FOR ROUTINE MAINTENANCE AND RESTORING THE PREMISES TO THEIR AGREED STATE ETC.	The Tenant is not entitled to any reduction in rent for impediments or restrictions to rights of use where the Landlord is having routine maintenance done to the rented Premises or the Property as a whole. However, the Landlord must inform the Tenant in good time of the nature and extent of the work and when and for how long it is to be carried out. The Tenant undertakes, when moving in and after the Premises have been taken into use, to approve any provisional arrangements, adjustment works, painting jobs etc. The Landlord may also carry out any necessary building and installation work after the Tenant has moved in and taken the Premises into use. The Tenant will not be entitled to any reduction in rent on the basis of these works.
21.	BUILDING WORK	The Tenant may only carry out conversion and fitting out work within the Premises at its own expense and with the Landlord’s written approval, and then only with the aid of consultants and contractors approved by the Landlord. The Tenant must request approval from the Landlord in good time before the works are scheduled to start. Before the works start, the Tenant must obtain all the required permits from the authorities concerned. No works may be started before the Landlord has given its written approval. On the Landlord’s instructions, the Tenant will bear the cost of any necessary amendments to the as-built records for the Property. A set of these as-built documents must be passed to the Landlord. Materials must be selected in accordance with Diligentia’s environmental requirements for building and management. Documentation of the choice of materials must be passed to the Landlord. The Tenant will arrange and pay for all handling of building waste during the rebuilding work, including removal and disposal in line with the environmental requirements in effect at any given time. The Landlord may monitor the works on an ongoing basis. The work must be carried out according to the specific instructions issued by the Landlord.
Special provisions - basic version     Ver. 2.2012		3(6)	Signed

SPECIAL PROVISIONS

FOR PREMISES

Annex no: 2

		In carrying out its own works, the Tenant assumes a ‘developer’s liability’, which means among other things:
		•	that the Tenant is responsible for complying with Chapter 3 Section 6 of the Swedish Working Environment Act (1977:1160). This means that anyone having building or installation work done must;
			1.	ensure at every stage of planning and scheduling that health and safety aspects are considered both at the construction stage and in future use,
			2.	appoint a suitable building working environment coordinator (BAS P) to plan and schedule the works, with the tasks set out in Chapter 3 Section 7a of the Working Environment Act, and
			3.	appoint a suitable building working environment coordinator (BAS U) to manage the works, with the tasks set out in Chapter 3 Sections 7b and 7f of the Working Environment Act,
		•	that a working environment plan should be drawn up in accordance with AFS 1999:3,
		•	that advance notice should be given to the Swedish Work Environment Authority,
		•	that the Tenant is responsible for coordinating fire protection, and
		•	that the Tenant must take out and maintain insurance to provide sufficient cover for this developer’s liability.
		On completion of the building and installation works, these will be inspected and must conform to the Landlord’s written authorization. It is especially important to the Landlord that all changes to the Premises should be carried out in a professional manner. The Tenant must ensure that the building and installation works do not damage the building or result in increased costs for the Landlord. The Tenant is also responsible for ensuring that the building and installation works are carried out in such a way that other tenants and visitors to the Property are not affected. If another tenant requests and obtains a reduction in rent or compensation of some other kind from the Landlord as a result of works carried out by the Tenant or the Landlord is obliged to pay charges, fines or other damages, the Tenant will bear these costs, whether or not the works were carried out with the Landlord’s approval. If the Tenant carries out building or installation works within the Premises without the Landlord’s written consent and does not rectify the situation immediately after written warning from the Landlord, the Landlord may restore the Premises at the Tenant’s expense. No remuneration will be payable for changes, additions and improvements to the Premises carried out by the Tenant, unless agreed otherwise in writing or specified by Chapter 12 of the Swedish Land Code.
22.	DAMAGE	The Tenant will be liable for any damage to the Premises or the Property during the lease which is caused by the Tenant’s actions in the Premises, or its property, staff, contractors, visitors etc. The Tenant’s liability for damage to entrances and other doors applies to all entrances and other doors or gates that lead directly into the Premises. The Tenant’s business insurance must include cover for damage to the Premises.
23.	ENVIRONMENTAL RESPONSIBILITY/IMPACT	If the Tenant carries out environmentally hazardous activities, it must obtain the necessary permits etc. to perform these activities from the Landlord, authorities, courts or other decision-making bodies. The Tenant must comply with the environmental legislation in effect at any given time and carry out the environmentally hazardous activity in a way that minimizes any inconvenience to the Landlord, other tenants in the Property and any third parties. The Tenant will be liable financially and in every other way for the impact of the activities on the Landlord, other tenants, third parties and the authorities concerned. If the Landlord should be held financially liable for the environmentally hazardous activity carried out by the Tenant, the Landlord will be entitled to claim full compensation for this from the Tenant. The Tenant will be liable for and must pay for all remediation of contaminated land, water and buildings or parts of buildings where the Tenant has caused the contamination. The Tenant’s liability under this clause will continue after the expiry of this the Lease Agreement and is not time-limited under the provisions of Chapter 12, Section 61 of the Swedish Land Code. The Tenant must consult with the Landlord on matters concerning the choice of materials and technical equipment for fixed installations, building work etc. carried out on behalf of the Tenant and must provide the Landlord with the necessary environmental information. The Tenant must ensure that the coolant facilities used by the Tenant in its business meet all the requirements laid down in the current environmental legislation at all times.
24.	FIRE PROTECTION	The Landlord is responsible for all fire protection demanded of it by the official requirements in effect at any given time, and the Tenant is similarly responsible for all that is demanded of it by the official requirements in effect at any given time The Tenant has a duty to document the fire protection within the Premises. The Tenant must therefore provide written documentation of its fire protection systems and organization to the Landlord by 1 December each year. The Tenant’s documentation must have the content set out in general guidance and comments on systematic fire protection work drawn up by the Swedish Civil Contingencies Agency (MSB), cf. SRVFS 2004:3. The Tenant must also, within two weeks of a written request, provide the Landlord with the information that the Landlord needs to discharge its obligation to present a written report on fire protection in the building to the municipality pursuant to the Act (2003:778) on the Prevention of Accidents. It is particularly important to the Landlord that the Tenant should meet all its obligations as set out above. If either party does not meet its obligations as set out above, it must indemnify the other party against the costs that it may incur as a result of this omission.

    Special provisions - basic version     Ver. 2.2012 4(6) Signed

SPECIAL PROVISIONS

FOR PREMISES

Annex no: 2

25.	SIGNS, ANTENNAE, AWNINGS ETC.	The Tenant has an option on one (1) sign location on the side of the building facing Sveavägen. No rent will be payable for this. Only after separate agreement between the Landlord and the Tenant will the Tenant be allowed to use exterior walls or other surfaces for illuminated advertising, signage, antennae, awnings, blinds etc. The Tenant’s proposal, which must comply with the Landlord’s signage scheme where this exists, will be reviewed by the Landlord, and the Tenant must await the Landlord’s decision before obtaining the necessary official permits such as planning permission for the signs, at its own expense. After written approval from the Landlord and the authorities concerned, if the Landlord so requires, a separate signage agreement will be drawn up whereby the other provisions of this agreement and applicable parts of Chapter 12 of the Land Code will be applied to the signage agreement. If signs etc. are already in place when the agreement is signed, the Tenant will always be responsible for obtaining and maintaining the necessary official permits for these fittings. The Landlord may erect signs etc. within the Property (according to the Landlord’s signage scheme in effect at the time) without first obtaining the Tenant’s consent.
26.	MORTGAGING ETC.	The Tenant may not mortgage or offer the lease rights to the Premises as security without the Landlord’s written consent.
27.	SECURITY	As security for the discharge of all obligations under the Lease Agreement and Chapter 12 of the Land Code, the Tenant must deposit the sum of SEK 10,000,000 with the Landlord no later than one (1) month after signature of the agreement. The Landlord has explained to the Tenant that it is especially important that security be lodged in accordance with the first paragraph. If the Landlord does not receive the security within the stipulated time, this will constitute grounds for forfeiture and the Landlord will have a unilateral right under the rules in Chapter 12 of the Land Code to terminate the Lease Agreement prematurely. A deposit agreement will be signed with the terms set out in annex 8.
28.	NOTICE OF CHANGES	The Tenant undertakes to inform the Landlord immediately of any changes in the composition of the Board, the company name, authorized signatories and the address to which the Landlord can send notice of termination or other communications under the Lease Act. Communication will be effected in writing by the Tenant sending the Landlord a new certificate of registration or an amendment certificate stating the change.
29.	INSURANCE	The Tenant must take out and maintain the necessary insurance for the Tenant’s business throughout the lease, such as property and liability insurance covering products, fittings, equipment, environment and staff. The insurance policies must provide fully sufficient cover for each individual business activity. The Tenant must present the relevant policy documents at the Landlord’s request.
30.	REGULATIONS ETC.	The Tenant undertakes to comply with the regulations and safety standards that apply within the Property as a whole and which have been drawn up by the Landlord, authorities and insurance companies. Public communication areas Subject to certain conditions, the Tenant may use the public communication areas within the Property. The public communication areas are as follows: •   the entrance to the Property •   lifts and stairwells •   other internal communication areas •   loading ramp and bay for transport vehicles The following conditions apply to the use of the public communication areas: Shared loading and unloading areas and areas for internal transport must be kept free from obstructions and flammable or other hazardous materials. The Tenant must therefore immediately remove delivered goods and materials from these areas and not use them as storage areas. The display or storage of goods, sign boards and the like and the distribution of flyers are not permitted without the Landlord’s written permission. It is prohibited to sell goods and services in the public communication areas. The Tenant must remove rubbish and waste to its own or designated waste bins. If any of the above provisions is breached and corrective action is not taken immediately, the Landlord may remove goods at the Tenant’s expense and also carry out cleaning and maintenance at the Tenant’s expense. Provisions concerning rights of use of the public communication areas may be modified by the Landlord after consultation with the tenants. The Tenant undertakes to respect all rules and regulations for the public communication areas in effect at any given time. Evacuation routes The Tenant undertakes not to block evacuation routes within the Premises in any way and to allow the other tenants within the Property to use these in emergency. Other regulations The Tenant may not light outdoor candles or other similar light sources with exposed flames in or close to the Property. Smoking is not permitted within the shared or public areas of the Property. The Tenant must ensure that employees do not smoke close to the entrances to the Property. All deliveries and collections must be via the goods in area and on through the back of the rented floor.
Special provisions - basic version
Ver. 2.2012		5(6)	Signed

SPECIAL PROVISIONS

FOR PREMISES

Annex no: 2

31.	OPTION ON PART OF FLOOR 5	The Tenant has an exclusive option from the date of signature of the Lease Agreement to 1 September 2013 inclusive in relation to the premises on floor 5 marked on annex 7 (approx. 1700 sqm). During this period, the Landlord may not let these premises to anyone but the Tenant. Within the period of validity of the option, the Tenant must notify the Landlord in writing if it wishes to rent the premises. From (inclusive) 2 September 2013 and during the lease, the Tenant will have ‘first refusal’, as follows. If the Landlord wishes to let any of the premises on floor 5 (marked on annex 7), it must first offer the Tenant the option of renting those premises on the conditions set out below. The Tenant will have a maximum of ten (10) working days to indicate whether the offer is accepted. If the Tenant declines or fails to give notice of acceptance, the Landlord will be free to let the relevant premises to someone other than the Tenant. If the Tenant wishes to rent the premises in accordance with this clause, the parties will draw up a separate lease agreement with the same level of rent and rent supplements, VAT and other conditions as this Lease Agreement and with similar standards.
32.	INVESTMENT CONTRIBUTION	The Tenant will receive remuneration for costs incurred in moving in and investment in the Premises (e.g. computer networks), to the tune of SEK 6,000,000 excl. VAT. The Landlord will pay this remuneration on receipt of invoices; payment terms 30 days. This must be billed no earlier than the Definitive start date and no later than six months after the Definitive start date. Otherwise, the right to remuneration will lapse.
33.	RIGHT OF EARLY TERMINATION	The Tenant will have a unilateral right to terminate the Lease Agreement and vacate the Premises early by giving written notice to the Landlord, with effect from the day that falls three (3) years after the definitive start date, subject to 12 months’ notice being given. If this right of early termination is exercised, the Tenant will pay a one-off sum of SEK 13,000,000 in remuneration to the Landlord when returning the Premises. As this amount constitutes compensation, no VAT will be payable. Remuneration under this clause must be paid no later than 10 days after an approved exit inspection, but no earlier than five (5) days after the Exit Date. In the event of arrears in payment, interest will be charged according to Section 5 of the Swedish Interest Act until full payment has been made. The amount will be paid as a supplement to the last rent payment.
34.	THE TENANT’S EXISTING PREMISES	The Tenant has premises at St Eriksgatan 113 covering approx. 1977 sqm and approx. 392 sqm under two different lease agreements running to 31 December 2015 and 31 May 2018 respectively. The latter agreement can be terminated early as of 31 May 2016. The Tenant will be moving into the Premises in the Property before these lease agreements have expired. The parties will endeavor to minimize the double rent due from the Tenant in the period from the definitive start date to the expiry of these lease agreements by seeking agreement to terminate the tenancies early and attempting to sub-let the premises. All income and/or rent credits resulting from this will go to the Landlord. The parties will draw up a letter of intent without delay, setting out the conditions for this.
35.	CHANGES TO THE RENTAL TERMS	The Parties agree that this Lease Agreement and annexes exhaustively govern all that has been agreed between the Parties. In order to be valid, any changes and additions to the Lease Agreement must be made in writing by signing supplementary agreements.
36.	GREEN LEASE AGREEMENT	The Tenant and the Landlord have a common objective of reducing the environmental impact that their respective activities may have on our shared living environment. The Tenant and the Landlord therefore intend to sign a ‘Green Annex’ to the Lease Agreement in line with the agreement template from Fastighetsägarna Sverige. The Parties intend to start this process during 2013.
37.	FORCE MAJEURE	The Landlord will be released from the obligation to fulfill its side of the Lease Agreement and to pay compensation if this commitment cannot be met at all or only at an abnormally high cost because of Swedish or foreign enactments, Swedish or foreign official measures, war, terrorist attack, fire, storm, explosion, strike, blockade, boycott or lock-out or other similar circumstance. The reservation concerning strikes, blockades, boycotts and lock-outs will apply even if the Landlord itself is the object of or is taking such actions.
SIGNATURES		Place and date Stockholm, 12.06.2013	Place and date Stockholm, 12.06.2013
		Landlord Diligentia Fyrkanten AB /s/ [illegible]            /s/ [illegible]	Tenant Midasplayer AB /s/ [illegible]
		Signature [illegible]            John Junker Name in full	Signature Lars Markgren Name in full

    Special provisions - basic version     Ver. 2.2012 6(6) Signed    

DILIGENTIA   Document owner:   Björn Åsander, Project Manager Diligentia Revised by Karin Ström, Project Office

Technical description

letting of offices

12.04.2012

Rev. 27.09.2012

This document describes the technical functions of the property Sveavägen 44 from the perspective of our future tenants.

Contents

Fire protection	2
Intrusion protection	2
Landlord’s areas	2
Landlord’s premises	2
Solar screening	2
Signage	3
Doors	3
Glass partitions (incl. doors)	3
Load-bearing capacity	3
Ceiling	3
Airborne sound insulation	3
Thermal climate and air quality	4
Special cooling	4
Ducting	4
Power	4
Lighting system	5
Tele-/Datacommunications	5
IT areas	6
Alarm system	6
Material and personnel flows	6
Goods entrance	6
Waste management	6

1

Fire protection

The building will be equipped with an evacuation alarm with detectors and alarms located where required by fire documentation so that a safe and timely evacuation can be conducted.

Tenants will be responsible for and pay for fire protection measures within their own premises relating to, among other things, hand-held fire extinguishers, evacuation alarms and evacuation signage.

The building will be equipped with a full sprinkler system and alarm transmission to the fire department.

Intrusion protection

Landlord’s areas

The common areas in the building will be equipped with an external mechanical intrusion protection system which, up to 4 m from the ground or any other easily accessible standing area, satisfies SSF 200:4 protection class 2. In order to ensure safe evacuation, some exceptions from the SSF standard’s requirement of approved locks will be made. The shell protection will be complemented by intrusion alarms.

Access to the building’s common areas will be controlled by an access control system.

Annex:

Information drawing SÄK level 0 and 1 (area division as well as scope and function)

The building’s common areas are accessible to the general public during office hours. Entrances from Luntmakargatan, Sveavägen and doors to the lift hall will be time-controlled.

Tenants’ premises

Responsibility for security within the tenants’ premises rests with the respective tenant. However, the property owner will carry out the following preparatory installations.

The enclosing surfaces (walls etc.) of the premises will be equipped with a mechanical intrusion protection system which, up to 4 m from the ground or any other easily accessible standing area, satisfies SSF 200:4 protection class 2.

Doors in the premises’ enclosing surfaces will be constructed to protection class 2 with the exception of the requirement of an approved lockset. The Landlord will equip the doors with a daytime lock that satisfies the evacuation requirements. In addition, the doors will be prepared with an additional recess, so that the tenant can install an approved lockset. When installing such a lockset, the tenant will be responsible for ensuring that evacuation safety requirements are met.

The entrance and loading doors in the premises’ enclosing surfaces will be prepared with ducting for access control and intrusion alarm systems. Other doors in the premises’ enclosing surfaces will be prepared with ducting for electromechanical lock housing and intrusion alarms.

Glass partitions which are part of the premises’ mechanical shell protection will be equipped with ducting for intrusion alarms.

Evacuation devices which are needed to satisfy official requirements will be installed by the Landlord.

Access control systems, intrusion alarm systems and other security systems are to be installed and paid for by the tenant.

Solar screening

External solar screening is not permitted.

Windows and glass partitions located in outside walls will be equipped with integrated automatic, centrally-controlled sun blinds where necessary as part of the climate shield in order to satisfy the building’s climate requirements.

Internal glare protection is to be installed and paid for by the tenant.

2

Signage

The Landlord will equip the building with the necessary external and internal shared direction signs, location signs, lift directories and evacuation signs.

Other tenant-specific signage outside of their own premises must be carried out in accordance with the sign manual (Skyltmanual) and are to be installed and paid for by the tenant.

Evacuation plans for the premises and signage of evacuation routes for the tenant’s own business are to be installed and paid for by the tenant.

Doors

Entrance partitions at the premises boundary will be constructed as metal/glass partitions. Door type to be determined.

Interior doors will be constructed with a wooden frame.

Other fire-rated doors will be constructed of steel and painted on site.

Glass partitions (incl. doors)

Glass partitions between rooms and corridors, type to be determined.

Enclosing surfaces facing lift halls and atriums will be constructed as metal/glass partitions.

Load-bearing capacity

In general, floor joists must not be loaded with more than 250 kg/m2.

Certain localized load increases are discussed in ‘Design loads’.

Ceiling

The office areas will be equipped with ceiling panels.

Airborne sound insulation

According to SS 2 5268:2007 sound class B, unless otherwise indicated. (explanation of standard as below)

	Towards corridors	Towards other rooms
Flexi-rooms/Office rooms	30 dB	35 dB
Meeting rooms	35 dB*	44 dB
WC/disabled WC	30 dB	35 dB
Rest rooms	30 dB	44 dB
Multifunction rooms	30 dB	44 dB
Tenant boundary	35 dB	52 dB

* Glass partitions towards corridors must reduce the sound insulation by no more than 5 dB.

3

Technical climate and air quality

Floors 1-8

Office floors will be equipped with radiators placed under windows along the outside wall. Supply air diffusers for ventilation and air conditioning will be placed along corridor routes for intended room sub-division, either as open plan or office rooms.

Extract air will be carried away via WCs/cleaning rooms/kitchenettes/copier rooms and via centrally located exhaust air diffusers.

The office areas will be cooled by air from variable flow diffusers. If the room temperature is high (cooling required), the air supply will be increased.

Limit on height of fixings in high areas against outside wall – max. height of fixings 400 mm below the suspended ceiling – in view of the inflow of supply air in slot air diffusers against the outside wall.

The room temperature in winter will be allowed to vary between 20 and 23°C

The room temperature in summer will be allowed to vary between 23 and 26°C and must not exceed 26°C more than 80 working hours per year.

In the event of external temperatures outside of the design range, +27°C in summer (RH 50%) and below - 18°C in winter, the room temperature will be allowed to follow by a corresponding amount.

Max. CO2 content caused by people in the premises must not exceed 1,000 ppm.

The interior climate will be guaranteed during normal office hours on weekdays 07.00 to 18.00.

For internal heat output above 40 W/sqm, a separate analysis will be required (climate calculation)

Special cooling

At shaft locations on each floor, provision for special cooling will be in place in case it is needed. Installation is to be paid for by the tenant and the energy consumption will be charged.

Separate agreements must be drawn up if special cooling is required.

Ducting

Vertical ducting for electrical and data/telecommunications cables between floors will be arranged in four shafts to branch out to the tenants’ electrical cabinets on each floor.

Ducting for electrical cables will comprise cable trays along corridor routes above the suspended ceiling and wire trays to socket boxes under the raised floor.

Ducting for fiber optic cables and fibers will be installed between telecommunications rooms and the respective floors. In addition, fibers will be laid in wire trays along corridor routes under the raised floor to the respective tenant’s cross-connection cabinet. From the cross-connection cabinet to the junction boxes, data cables will be laid in wire trays located under the raised floor.

Installations on office floors must be carried out with concealed cables and recessed appliances in solid walls. In system walls, there will be no installations. In meeting rooms, space for fixed installations has been prepared near doors.

In other cases, the installations will be concentrated on ducting routes, cable trays in corridor zones and with socket boxes under the raised floor.

Floor gullies can be installed and connected to socket boxes at the expense of the tenant.

Power

The system will be installed as a five-wire system.

Sockets for separate 230 V general and data power will be installed in a modular design with six one-gang general power and six one-gang data power sockets. The socket system is of the quick release type located under the raised floor at a c/c distance along the external wall of three meters, and elsewhere six meters.

4

Maintenance sockets will be placed on solid walls and along external walls.

Total number of sockets per floor:

1, 158 general power sockets and 158 data power sockets, with six socket options/sockets.

2-6, 173 general power sockets and 173 data power sockets, with six socket options/sockets.

7, 143 general power sockets and 143 data power sockets, with six socket options/sockets.

8, 130 general power sockets and 130 data power sockets, with six socket options/sockets.

The Landlord takes out the contract with the electricity supplier and consumption will be measured to pass on the charge to each tenant.

Lighting system

The lighting in the offices will be provided by general lighting recess-mounted in the suspended ceiling with locations adapted to the building’s modular dimensions so that sufficient lighting is achieved in small rooms, combination offices and open plan offices.

General lighting for office workplaces is designed to achieve an average luminance of 300 lux.

The total installed lighting power is allowed to be up to a maximum of 10 W/m2, with general lighting accounting for around 7 W/m2.

The meeting room is designed for an average luminance (table surface) of 500 lux.

Other workplace lighting/environmental lighting is the responsibility of the tenant.

Lighting is divided into zones and controlled by switches and presence sensors. Lighting near the outside wall is daylight adjusted.

Open plan offices are prepared with zone-divided lighting areas, while other areas are controlled via switches in the respective areas.

Tele-/Datacommunications

The transfer point to the public fiber/telecommunications network is in the technical room or IT area in the basement.

The property will be connected to the fiber cable network, which enables the Tenant to gain access to broadband via its own subscription. The transfer point is in the basement.

As an option, a data network, CAT 6a, will be installed with two RJ45/workplaces coordinated with electrical sockets under the raised floor within the Tenant’s premises. The network will terminate at patch panel in the cross-connection cabinet (tenant data) within the premises.

It is presumed that the Tenant will use IP telephony or a mobile telephone solution. With IP telephony, RJ-45 sockets are used to connect fixed-line telephony via the above network.

The Tenant itself is responsible for the mobile telephone coverage within the building.

5

IT areas

In the basement there are separate IT areas for the Tenant’s server installations. Each area has access to 5 kW of redundant cooling and automatic extinguishing equipment. A UPS is to be installed and paid for by the tenant. Separate lease agreements will be set up for the server areas.

Alarm system

Alarm systems will be installed for disabled WCs and rest rooms. The alarm is only local, on the outside of the door, and is not connected further.

Material and personnel flows

The lifts in the entrance hall will be controlled by a ‘destination system’ for efficient use of the transport capacity.

Goods entrance

The goods entrance is designed for modern, functional management of loading and unloading and is manned to maximize capacity. The times of use are regulated.

It is designed for delivery vehicles with a maximum length of 12 m and a maximum height of around 3.5 m.

Consignments of goods for shops on level K1 are handled using two freight lifts in connection with loading. Goods are distributed via corridors to shops on levels K1 and 0.

Small shops facing Sveavägen can also be supplied via the existing loading zone which is currently located towards the middle of the building.

Waste management

Next to the goods entrance there are waste containers and compactors.

On level K1, next to the freight lifts, there are waste sorting rooms and refrigerated garbage rooms.

These functions are also manned.

6

DEMARCATION LIST FOR INVESTMENTS Annex no: 3:3 DILIGENTIA

RENTAL PROPERTY	Lease agreement no 9753-3006-01	In property Träsket 17
LANDLORD	Company Diligentia Fyrkanten AB		Organization-ID 556652-4210
TENANT	Company/name Midasplayer AB		Organization number/personal identity number 556653-2064
Scope This demarcation list covers responsibilities for investment including planning, coordination, procurement, construction, installation, trial operation, inspection etc. to a fully functional system. Perform responsibility means that the respective party is responsible for the performance of the work and, unless otherwise indicated in the lease agreement, for coordination with the Landlord’s systems in general. Pay responsibility means that the respective party is responsible for all costs of the investment. The following abbreviations are used: F Property owner/Landlord H Tenant

PRODUCT	PERFORM	PAY	COMMENTS
Land/Building
Fixtures and fittings according to standard room description	F	F
Movables	H	H
Facade signs, property’s	F	F
Facade signs, tenant’s	H	H	According to sign plan
The Tenant’s directional signs	H	H
The Landlord’s internal signs	F	F
Door closers/openers, according to official requirements	F	F	Entrance doors etc.
Magnetic catches doors	F	F
Door closers/openers, other	H	H
Fittings and lock cases on doors and gates	F	F
Lock cylinders and accessories	H	H
Solar screening for climate protection	F	F
Other internal solar screening	H	H
Coat racks, coat hooks and mirrors	H	H
Cleaning equipment, fittings slop basin	F	F
Cleaning equipment, trolleys etc.	H	H
Kitchenette interior	F	F
AV equipment	H	H
Fire extinguishers and evacuation plans	H	H
Plumbing
Cooling system for cooling computer rooms etc.	H	H	To be deleted if this is not planned for in the premises.
Cooling system for comfort cooling	F	F
Sprinkler installation	F	F
Electrical and telecommunications
Ducting for public telephone and computer network	F	F
Ducting for telecommunications security	F	F

1(2): Initials

DEMARCATION LIST FOR INVESTMENTS Annex no: 3:3 DILIGENTIA

Lighting etc.
Fittings, general lighting	F	F
Environmental lighting for plants and art	H	H
Workplace lighting and auxiliary lighting	H	H
Dimming systems	H	H
Stage lighting auditorium and conference room	H	H
Mounting system for AV equipment	H	H
Telecommunications, wiring
Telephone exchanges and telephones	H	H
Public telephone network including stands and phone sockets	H	H
Computer network	H	H
Telecommunications, operation, monitoring and display
Electronic lock systems in the external shell protection	F	F
Electronic lock systems in the internal shell protection	H	H
Access control systems, premises boundary	H	H
Access control systems, within premises	H	H
Access control systems, other	F	F
Access control systems, ducting	F	F
Telecommunications, telephone systems
Entry phone	F	F
Public telephone	H	H
Lift phone	F	F
Telecommunications, alarm systems
Evacuation alarm according to official requirements	H	H
Other fire alarms	H	H
Intrusion alarms	H	H
Intrusion alarms, ducting	F	F
Operating alarm, property	F	F
Operating alarm, business	H	H
Emergency lighting according to official requirements	F	F
Control and monitoring
Control and monitoring for property operation	F	F
Control and monitoring for business	H	H

SIGNATURES	Place and date Stockholm, 12.06.2013	Place and date Stockholm, 12.06.2013
	Landlord Diligentia Fyrkanten AB	Tenant Midasplayer AB
	/s/ [illegible]                        /s/ [illegible]	/s/ [illegible]
	Signature [illegible]                John Junker Name in full	Signature Lars Markgren Name in full

2(2): Initials

Project cooperation in the planning and production stage for the premises DILIGENTIA

Annex no: 4.2

RENTAL PROPERTY		Lease agreement no 9753-3006-01	In property Träsket 17
LANDLORD		Company Diligentia Fyrkanten AB	Organization-ID 556652-4210
TENANT		Company/name Midasplayer AB	Organization number/personal identity number 556653-2064
31.	SCOPE	This document describes the roles of the Landlord and Tenant and their obligations during the planning and production phases with regard to the tenant-specific modifications of the Premises in the property Träsket 17 (“the Property”) marked on drawing annex 3:4, hereinafter “the Premises”, and rules for the management of and payment for alterations and additional work in the Tenant-specific Modifications and the consequences thereof. “The Tenant” is defined in Annex 2 point 3. The Landlord will negotiate the tenant-specific modifications of the Premises with contractors. The Landlord’s project management company will manage and coordinate the planning and implementation of the tenant-specific modifications on behalf of the Landlord. In addition, the Landlord will coordinate the Tenant’s own planning and the Tenant’s own works with those of the Landlord in accordance with the instruction schedule, annex 4:2. The Tenant has its own contractors and works management with regard to the Tenant’s own works in the Premises. The tenant-specific modifications describe the design and function of the Premises with regard to floor plan, materials selection etc. and definitions and descriptions in Annexes 3:1 to 3:3. The Tenant has the right to request alterations from the Landlord and/or additions to what is indicated in the tenant-specific modifications, e.g. with regard to materials selection or floor plan in accordance with what is stated in points 4 to 8 below in this annex. However, the Landlord has the final decision on the extent to which the Tenant’s requests for alterations or additions can and should be carried out in relation to the Property’s technical specifications and the Property’s long-term management. The Landlord is entitled, after consultation with the Tenant, to make necessary changes to the tenant-specific modifications if this is required for structural reasons or if something unforeseen occurs which could significantly affect the Landlord’s costs or schedule.
32.	AGENTS	The Landlord’s agent: — The Tenant’s agent: — The agent is authorized to represent its principal and to make decisions on its behalf on all matters relating to planning and tenant-specific modifications as well as requests and orders for alterations and additional works. The authorizations cover both financial and other decisions in so far as tenant-specific modifications and the Lease in general are concerned. Any change of agent must be notified to the other party in writing.
33.	FORMS OF MEETING	A steering group shall be set up for the planning and production stages. The steering group shall comprise representatives of the Tenant and Landlord. Each party is responsible for its own participation costs. Agents and other representatives of the Tenant and Landlord shall hold Steering Group meetings at which overarching issues concerning finances, timing, demarcation and local plans are discussed. All important decisions for the project shall be taken regularly at the Steering Group meeting. Steering Group meetings are held once a month or as necessary throughout the period up to the start date. Attendance at the meetings is compulsory. The Landlord will draw up the agenda, is the convener, and is responsible for minute-taking. The question of adopting the minutes of the previous meeting must always be raised no later than at the next meeting and any objections to the minutes must be included in the next minutes. Any deviation from the arranged meeting schedule must be notified at least five working days in advance. During the planning or production stages, if the Tenant so requests, tenant meetings may also be held to discuss issues of a detailed nature between the Landlord and the Tenant. The Landlord’s designated agent shall convene and chair the above meetings. Both the Landlord and the Tenant must attend all meetings and any officers who are required to be present from time to time shall be called to the meetings. Any deviation from the arranged meeting schedule must be notified at least five working days before the date of the meeting concerned. The Landlord will hold, when necessary, separate planning meetings with appointed designers and contractors during the planning and production phases. The Tenant will also be called to these meetings when necessary.
34.	INSTRUCTIONS FROM THE TENANT	The tenant must deliver instructions in accordance with the Instruction Schedule, Annex 4:1. The Instruction Schedule sets out the dates by which instructions from the Tenant must be available to the Landlord in order to be able to keep to the start date. Instructions according to the Instruction Schedule may entail modifications to the tenant-specific modifications and take the form of Instructions, Alterations or Additions in accordance with the definitions in point 6 below in this annex. If the instruction from the Tenant in accordance with the Instruction Schedule entails an Alteration or an Addition relative to what is indicated in the tenant-specific modifications, the Alteration/Addition must be ordered on a separate form (see point 7 below in this annex). If the need for instructions is not specified in the instruction schedule, and unless otherwise specified, the Tenant must always provide instructions to the Landlord within ten working days after the Landlord sends the documentation indicated below or the Landlord requests instructions.

1(3) Initials:

Project cooperation in the planning and production stage for the premises DILIGENTIA

Annex no: 4.2

		If instructions are not provided by the Tenant in accordance with the above, the Landlord may continue to carry out the works in the form indicated in Annexes 3:1 to 3:3 of the Tenant-specific Modifications and otherwise carry out the tenant-specific modifications in accordance with the Landlord’s basic standard for the adaptation and form of the Premises in the Property.
35.	THE LANDLORD’S AND TENANT’S OBLIGATIONS DURING PLANNING AND PRODUCTION	The Landlord is responsible for the planning and production of the leased premises in accordance with Annexes 3:1 to 3:3 of the tenant-specific modifications and for drawing up the documents recording the performance of the works. The Landlord must give the Tenant the opportunity to submit Instructions or requests for Alterations or Additions in accordance with points 4 to 8 of this annex. The Tenant is responsible, via its own hired consultant, for specific planning of production documents relating to the Tenant’s own works (drawings and descriptions). The Tenant must send its own planning documents to the Landlord for review. The Landlord is responsible for coordinating its own and the Tenant’s works/installations during the planning and production stage. The Tenant has an obligation to provide the Landlord with the necessary information for the coordination.
36.	INSTRUCTIONS, ALTERATIONS AND ADDITIONS	During the planning and production stages, the Tenant may influence the tenant-specific modifications of the leased premises and its functions through Instructions, Alterations and Additions. “Instructions” means the Tenant’s time and cost neutral choices or proposals for solutions within the framework of the tenant-specific modifications. “Alterations” means a different form than indicated in Annexes 3:1 to 3:3 of the tenant-specific modifications. An example of an alteration is a change of surface. “Additions” means the performance of, for example, new functions or a change of function not already indicated in Annexes 3:1 to 3:3 of the tenant-specific modifications. Examples of additions include additional wet room groups or upgrading of technical systems etc.
37.	ORDERING OF ALTERATIONS AND/OR ADDITIONS	All Alterations and/or Additions to the tenant-specific modifications according to Annexes 3:1 to 3:3 must be ordered in writing on the form specifically prepared for this purpose by the Landlord, Annex 4:3.
38.	CONSEQUENCES OF ALTERATIONS AND/OR ADDITIONS AND COST ADJUSTMENTS	The Landlord shall endeavor, no later than within two weeks after a request for Alteration/Amendment has been presented by the Tenant, to notify the Tenant what the Alteration/Amendment will cost and whether the start date will be delayed as a result of the Alteration/Addition. The Tenant must pay special remuneration to the Landlord for the production of the documents and reports required for the Landlord’s notifications relating to Alterations and Additions. This special remuneration to the Landlord is payable on demand. After the notification from the Landlord has been received as indicated above, it is incumbent on the Tenant either to notify its acceptance or to withdraw its request for Alterations and/or Additions within ten days or by another deadline indicated by the Landlord. If the Tenant chooses to compensate the Landlord for Alterations/Additions according to the running account principle, with reporting against budget, the Landlord must verify the contractor’s own costs (relating to work, materials, planning, site management and site overheads) with a mark-up of 30% for the Landlord’s costs (e.g. site management, control, workplace representative costs, inspection, developer costs and interest). Information on remuneration in a running account against budget must be noted on the order form for Alterations/Additions. It must also be noted whether and, if so, by how much the Alteration/Addition will affect the timing of the start date. Until such instruction has been received from the Tenant, the Landlord shall continue its works as if no Alteration or Addition has been requested, but taking care that the option of carrying out relevant Alterations/Additions is not unnecessarily impeded or made more expensive. The Tenant shall compensate the Landlord for all extra costs which may arise in connection with this, e.g. if the Landlord subsequently has to alter/demolish part of the Premises in order to be able to carry out the Alteration/Addition ordered by the Tenant. These costs can either be reported by the Landlord as a separate part of the alteration or addition and thus be compensated together with the billing of the said work or they can be billed to the Tenant separately and thus become payable on demand. The agreed consequence of alterations and/or additions in terms of the timing of the start date must always be documented, as stated above in this point. Unless otherwise agreed in writing, alterations and/or additions ordered by the Tenant will be billed together with a mark-up by the Landlord on a monthly basis as the work is carried out by the Landlord and payable on demand.
39.	PROJECT SCHEDULE ETC.	The preparation of the Premises will be carried out in accordance with the project schedule (production and planning schedule) and an instruction schedule. The Landlord and Tenant will jointly monitor compliance with the schedules. If necessary, the schedules will be regularly updated by the Landlord. The Landlord has an obligation to inform the Tenant’s agent immediately if deviations from the schedules arise or updating is required. In the event of deviations, consultations will be held on consequences and measures.
40.	INFORMATION ON THE TENANT’S OWN WORKS AND THE LANDLORD’S APPROVAL	The Tenant is entitled to carry out its own works during the production period in accordance with what is set out below. The Tenant’s own works must be planned and coordinated with those of the Landlord. The Tenant must prepare a draft schedule regarding the Tenant’s own works and report this to the Landlord no later than three months after the signing of this lease agreement. Works which are going to be carried out by the Tenant before the start date must be specified in the planning and instruction schedules in consultation with the Landlord. The Tenant must inform the Landlord of the scope and schedules of its own contractors’ works prior to procurement

2(3) Initials:

Project cooperation in the planning and production stage for the premises DILIGENTIA

Annex no: 4.2

		of these works. The Tenant must provide the Landlord with details of the contractors the Tenant has hired to carry out these works no later than 30 working days before the respective contractor is expected to start work. Access to the site shall be prepared for the Tenant and its contractors in consultation with the Landlord. The Tenant must provide its own work supervision and the coordination between its own contractors and suppliers. The Tenant shall compensate the Landlord for any costs (verified own costs) which may arise in connection with the performance of the Tenant’s own works and incidental deliveries such as for huts, tools, temporary generators, waste disposal, additional cleaning and final cleaning etc.
11.	INSPECTION ETC.	If either of the parties so requests, the parties shall where practical jointly conduct and record an inspection of the premises before the Tenant’s own contractors begin any work within the premises.
12.	QUALITY AND ENVIRONMENTAL ASSURANCE	As part of the quality assurance and environmental work, significant suppliers to the Tenant and Landlord must draw up quality assurance and environmental plans.

SIGNATURES	Place and date Stockholm, 12.06.2013	Place and date Stockholm, 12.06.2013
	Landlord Diligentia Fyrkanten AB /s/ [illegible]         /s/ [illegible]	Tenant Midasplayer AB /s/ [illegible]
	Signature [illegible]        John Junker Name in full	Signature Lars Markgren Name in full

3(3): Initials:

DILIGENTIA	Ordering of alterations or additions Project name and number Address and property Sveavägen 44 Träsket 17			NUMBER IN CHANGE  ANNEX 4.3 REGISTER UNIT NO.                           9753-3006 CREATED BY DATE LAST REV.
Description/scope:
Reference to document:
Type of order:
¨  Review The order only covers a review of the requirements and costs etc. for the works described above. Paid against verified prime costs + contractor’s fee.		¨  Implementation The order covers planning and implementation (as below) of the works described above.
¨  Supplementary agreement no            to lease       agreement no: 9753-3006-01		Division of labor and investment during project implementation: H= tenant, F= owner/landlord
¨  Rent supplement (increase in base rent) SEK/year		Planning: ¨  H	¨  F	Implementation: ¨  H	¨  F
¨  One-off costs to       be paid on                    SEK excl. VAT. (Invoiced)		Note:
Impact on timing: ¨  The start date is deferred until
¨  Without / ¨ With deferred payment of rent		Division of liability and costs during the management phase: H= tenant, F= owner/landlord
Note: ¨  The area of the premises has increased by ~ m2		Operation:     ¨  H ¨  F	Maintenance:   ¨  H ¨  F	Replacement: ¨  H ¨  F	Owner: ¨  H ¨  F
¨  Reinstated on vacating the premises as per liability for       reinstatement in the lease agreement.		Note/definition according to AFF 95:
¨
¨  Annexes:	1) 2) 3)

Tenant/Requester:	Landlord/Contractor:
Company MIDASPLAYER AB Organization-ID 556653-2064	Company DILIGENTIA FYRKANTEN AB Organization-ID 556652-4210
Order/supplement to the lease agreement approved:
For the Tenant/Requester: SPECIMEN – do not sign	For the Landlord/Contractor: SPECIMEN – do not sign
Signature of agent/authorized signatory	Signature of agent/authorized signatory
Name in full	Name in full
Printed 03.06.2013	Edition 1:2007

Demarcation list for the performance of technical tasks Annex no: 5 DILIGENTIA

RENTAL PROPERTY	Lease agreement no 9753-3006-01	In property Träsket 17
LANDLORD	Company Diligentia Fyrkanten AB		Organization-ID 556652-4210
TENANT	Company/name Midasplayer AB		Organization number/personal identity number 556653-2064
Scope This demarcation list covers liability for monitoring, care and maintenance/replacement. The costs of monitoring, care and maintenance/replacement will be borne by the liable party. General The tenant will always be responsible for monitoring, care and maintenance/replacement with respect to its own installations and fittings. Definitions The definitions below are taken from the AFF (property management agreement) 2004. Monitoring Operational measures that involve observing the functioning of a managed property, a fixture or piece of equipment, and reporting any variances. Care Operational measures that involve adjustment and/or conservation of a managed property, a fixture or piece of equipment, or the exchange or supply of consumables. Maintenance/replacement Measures aimed at restoring the function of a managed property, a fixture or piece of equipment. Abbreviations F = owner, landlord H = tenant T= monitoring S= care U= maintenance/replacement

	System element	Liability for
		T	S	U	Note
1	OUTDOOR ENVIRONMENT	F	F	F
2	EXTERIOR STRUCTURES
2.1.1	Windows	H	H	F	H Window cleaning
2.1.2	Entrances	F	F	F
2.1.2.1	Entrance halls, doors (individual) to the premises	H	H	F
2.1.2.2	Other outside doors to the premises	H	H	F
2.1.2.3	Gates to loading bay	F	F	F	Not in the lease
2.2	Other exterior structures (where not specified below or elsewhere in the agreement)	F	F	F
2.2.1	Signs, tenant’s own	H	H	H
2.2.2	Sun blinds provided by the Landlord	H	H	F

Demarcation list for technical tasks v.1.2012		Initials:
	1(3)

Demarcation list for the performance of technical tasks Annex no: 5 DILIGENTIA

2.2.3	Sun blinds provided by the Tenant	H	H	H
3	INTERIOR STRUCTURES (where not specified below or elsewhere in the agreement)	F	F	F
3.1	Operating areas	F	F	F
3.1.1	Switching room	F	F	F
3.1.1.1	Switching room, floor plan	F	F	F
3.1.1.2	Switching room, Tenant’s own installations	H	H	H
3.2	Shared areas	F	F	F
4	SYSTEMS FOR LIQUID AND GASEOUS MEDIA (where not specified below or elsewhere in the agreement)	F	F	F
4.1	Water and sanitation and drainage	F	F	F	H Monitoring
4.2	Cooling systems	F	F	F	H Monitoring
4.3	Heating systems	F	F	F	H Monitoring
4.4	Ventilation systems (where not specified below or elsewhere in the agreement)	F	F	F
4.4.1	Air intake	F	F	F
4.4.2	Unit for air treatment and distribution	F	F	F
4.4.3	Air treatment systems	F	F	F
4.4.4	Air distribution systems	F	F	F
4.4.4.1	Sensors, meters	F	F	F
4.4.4.2	Fans	F	F	F
4.4.4.3	Dampers	F	F	F
4.4.4.4	Ventilation ducts	F	F	F
4.4.4.5	Supply and exhaust air diffusers	H	H	F
4.4.4.6	Exhaust air	F	F	F
5	ELECTRICAL INSTALLATIONS (where not specified below or elsewhere in the agreement)	F	F	F
5.1	Low-voltage installations (where not specified below or elsewhere in the agreement)	F	F	F
5.1.1	Low-voltage switching	F	F	F
5.1.2	Main panels	F	F	F
5.1.3	Distribution panels	F	F	F
5.1.4	Fuse panels	F	F	F
5.1.5	Low-voltage cables	F	F	F
5.2	Standby power supply
5.2.1	Battery power to the premises	H	H	H
5.3	Other electrical installations

Demarcation list for technical tasks v.1.2012		Initials:
	2(3)

Demarcation list for the performance of technical tasks Annex no: 5 DILIGENTIA

5.3.1	Light fittings for general lighting, tenant’s notice boards, tenant’s direction signs etc.	H	H	H
5.3.2	Power take-off	H	F	F
5.3.3	Emergency lighting	F	F	F
6	INSTALLATIONS FOR TELECOMMUNICATIONS, SIGNALLING, ALARM, CONTROL AND MONITORING, FIRE PROTECTION ETC. (where not specified below or elsewhere in the agreement)	F	F	F
6.1	Low voltage installations
6.1.1	Telephone systems	H	H	H
6.1.2	Audio-visual facilities	H	H	H
6.1.3	Computer networks	H	H	H
6.1.4	Safety systems	H	H	H
6.1.5	CCTV monitoring	H	H	H
6.1.6	Intrusion alarms	H	H	H
6.1.7	Access control systems	H	H	H
6.2	Central control and monitoring systems
6.2.1	Control, regulation and monitoring systems for the operation of the property	F	F	F
6.3	Fire protection installations
6.3.1	Evacuation alarm	F	F	F
6.3.2	Sprinkler system, upper garage level	F	F	F
6.3.3	Manual fire extinguishers within the premises	H	H	H
6.3.4	Evacuation plans within the premises	H	H	H
6.3.5	Fire protection documentation within the premises	H	H	H
7	TRANSPORT FACILITIES
7.1	Lifts	H	F	F

SIGNATURES	Place and date Stockholm, 12.06.2013	Place and date Stockholm, 12.06.2013
	Landlord Diligentia Fyrkanten AB	Tenant Midasplayer AB
	/s/ [illegible]        /s/ [illegible]	/s/ [illegible]
	Signature	Signature
	[illegible]         John Junker Name in full	Lars Markgren Name in full

Demarcation list for technical tasks v.1.2012   3(3) Initials:

       DILIGENTIA GREEN ANNEX TO THE LEASE AGREEMENT FOR THE PREMISES     Page 1(2)   Annex no:     6    

The undersigned parties have today entered into the following agreement. A cross in a box means that the subsequent text applies

Concerning	Lease agreement no: 9753-3006-01		Property name: Träsket 17
Landlord	Name: Diligentia Fyrkanten AB						Person/company-ID: 556652-4210
Tenant	Name: Midasplayer AB						Person/company-ID: 556653-2064
Cooperation, information and training	At the time of signing this agreement, the parties exchanged information on their environmental goals and environmental work. This exchange of information will continue at least once a year in the future. The exchange of information must be documented
	The landlord will convene and run consultation and follow-up meetings with a representative nominated by the tenant. The status of the measures in this agreement will be discussed at the meetings. The meetings must be documented and should be held at least once a year.
	The parties will together produce and, at least once a year, review and update an action plan to reduce the environmental impact of the premises and the property.
	The landlord will provide the tenant with written details of how the tenant can help to reduce the environmental impact of the premises and the property. As a minimum, the information should cover the areas of energy, material selection and waste disposal in conjunction with tenant-specific modifications and ongoing maintenance.
Environmental certification of the building and/or the     premises	The landlord intends to obtain environmental certification for    x  the building    ¨  the premises Environmental certification system:    x  BREEAM    ¨  Green Building    ¨  LEED    ¨  Miljöbyggnad    ¨ Other                                                                           Target level to be attained in the above system (not Green Building): Excellent
	Year when certification expected to be obtained:             2014
Energy and indoor environment Quantity of energy	In connection with signing this agreement, the landlord will conduct and document a review with the tenant of the latest energy declaration, including any identified suggestions for improvement regarding energy performance, and reported obligatory ventilation controls (OVK) and radon measurements where these are carried out. At the annual consultation and follow-up meetings under this agreement, the parties will discuss the identified suggestions for improvement and the outcome of investigations into energy performance, ventilation and radon levels carried out after the production of the energy declaration.
	Each year, the parties will exchange information on resource usage in the premises with respect to
	Process electricity	Information based on		x	measurement	¨	division of total energy consumption
		Information provided by		x	the landlord	¨	the tenant
	Heating incl. hot water	Information based on		¨	measurement	x	division of total energy consumption
		Information provided by		x	the landlord	¨	the tenant
	Comfort cooling			¨	There is no comfort cooling in the premises
		Information based on		¨	measurement	x	division of total energy consumption
		Information provided by		x	the landlord	¨	the tenant
	Special cooling (process cooling)			x	There is no special cooling (process cooling) in the premises
		Information based on		¨	measurement	¨	division of total energy consumption
		Information provided by		¨	the landlord	¨	the tenant
	Electricity for property	Information based on		x	measurement	¨	division of total energy consumption
		Information provided by		x	the landlord	¨	the tenant
	Use of water	Information based on		¨	measurement	x	breakdown of total water consumption
		Information provided by		x	the landlord	¨	the tenant
	The parties will work together to optimize the operating periods for heating, cooling and ventilation in the premises.
	The landlord’s choice of energy-driven systems and equipment must be based on a lifecycle cost calculation where possible and affordable.
	The landlord’s choice of building components that affect the energy performance of the building must be based on a lifecycle cost calculation where possible and affordable.
	The tenant’s choice of energy-driven systems and equipment must be based on a lifecycle cost calculation where possible and affordable.

Fastighetsägarna Sverige’s form 99, produced in 2012 within Fastighetsägarna’s ‘green lease agreements’ project involving landlords, tenants and authorities.

Reprinting prohibited.

       DILIGENTIA GREEN ANNEX TO THE LEASE AGREEMENT FOR THE PREMISES Page 2(2)   Annex no:     6        

The undersigned parties have today entered into the following agreement. A cross in a box means that the subsequent text applies

Type of energy	The landlord will purchase renewable or climate-neutral energy for heating.
	The landlord will purchase renewable or climate-neutral energy for cooling.
	The landlord will purchase production-specified renewable electricity. x  From the start date    ¨  As soon as possible taking account of agreements made, but no later than (date)
	The tenant will purchase production-specified renewable electricity. x  From the start date    ¨  As soon as possible taking account of agreements made, but no later than (date)
Indoor environment	The landlord will inform the tenant of the working of any existing sun blinds and the benefits of using these.
Tenant-specific modifications and ongoing maintenance Layout of the premises	In connection with the signing of this agreement, the landlord will inform the tenant of the optimum positioning of workstations with regard to the technical characteristics of the premises.
	In connection with the signing of this agreement, the tenant will provide the landlord with a furnishing plan that takes account of the technical characteristics of the premises. The tenant will keep the landlord informed whenever the use of the premises changes in a manner that affects the indoor environment.
Material selection	The parties will consider the environment when selecting materials for use in the premises.
	The parties’ choice of materials in the premises will be based on a materials database. State materials database used Byggvarubedöm
	The parties will systematically choose eco-labeled building materials in the premises.
	The parties will document the chosen materials in a computer system owned and administrated by the landlord.
Choice of fixtures    and fittings and    equipment	The parties will choose appliances with low energy consumption for use in the premises.
	Where possible, the parties will choose low-flow fittings in the premises.
	The tenant will provide technology for remote meetings in the premises.
Waste management	The parties will document the handling of dismantled and removed building materials and fittings (reuse, recovery of energy and materials, and disposal to landfill) in conjunction with tenant-specific modifications to the existing premises.
Maintenance of the    premises	In discharging its duty of care and maintenance obligations in the premises, the tenant will consider environmental factors in its choice of methods.
	In the maintenance, care and operation of the property, the landlord will consider environmental factors in its choice of methods.
Travel	On the conditions set out in the annex, the landlord will provide access, close to the premises, to
	x    cycle parking			Annex:
Other contractual items	Other contractual items attached			Annex:
Signature	This annex to the agreement is executed in two identical copies, one for each party.
	Place/date: Stockholm, 12.06.2013		Place/date: Stockholm, 12.06.2013
	Landlord’s name: Diligentia Fyrkanten AB		Tenant’s name: Midasplayer AB
	Signature (authorized signatory/agent): /s/ [illegible]        /s/ [illegible]	¨  Authorized       signatory x  Authorized agent	Signature (authorized signatory/agent): /s/ [illegible]	x  Authorized       signatory ¨  Authorized       agent
	Name in full: [illegible]                                                                      John Junker		Name in full: Lars Markgren

Fastighetsägarna Sverige’s form 99, produced in 2012 within Fastighetsägarna’s ‘green lease agreements’ project involving landlords, tenants and authorities.

Reprinting prohibited.

SVEAVÄGEN 44 OPTION AREA ANNEX 7

Floor 05

Area of premises: Approx.

1715 sqm

Wingårdh	MIDASPLAYER/KING - 10.06.2013	DILIGENTIA

    

DILIGENTIA

Between Diligentia Fyrkanten AB org. no. 556652-4210 (the “Landlord”),

and Midasplayer AB org. no. 556653-2064 (the “Tenant”),

have today entered into the following

Deposit agreement, ANNEX 8

1. Under lease agreement no 9753-3006-01, relating to offices of approx. 4145 sqm in the property Träsket 17 at Sveavägen 44 (the “Lease Agreement”), as security for all obligations under the Lease Agreement and Chapter 12 of the Swedish Land Code (the Lease Act), the Tenant will deposit ten million kronor (SEK 10,000,000) with Intrum Justitia Sverige AB (“Intrum Justitia”) on the Landlord’s account.

2. This amount must be transferred to Intrum Justitia no later than one (1) month after signature of the agreement. If this does not happen, this deposit agreement will be deemed to have lapsed. Intrum Justitia will send a separate letter to the Tenant with details of how payment is to be made.

3. Any interest on the deposited amount accruing in the period will go to the Tenant.

4. One (1) week after the Tenant has failed to meet an obligation under the Lease Agreement and/or the Lease Act, the Landlord may take the necessary funds out of the deposit to meet the obligation. The Tenant must restore the deposit to the agreed amount within ten (10) banking days thereafter.

5. The Landlord may terminate the Lease Agreement with immediate effect if the deposit is not reinstated in accordance with clause 4 above.

6. The amount will be repaid twenty-four (24) months after the Definitive start date provided that the Tenant makes all rent payments by the due date.

This agreement has been drawn up in two copies, one for each party.

Stockholm, 12.06.2013	Stockholm, 12.06.2013
DILIGENTIA FYRKANTEN AB	MIDASPLAYER AB
/s/ [illegible]	/s/ Lars Markgren
Signature	Signature
[illegible]	Lars Markgren
Name in full	Name in full
/s/ John Junker
Signature
John Junker
Name in full
Ver 2.2008	1(1)

   

DILIGENTIA

AUTHORISATION

John Junker and Helena Ekman are hereby jointly authorized to sign a lease agreement on behalf of Diligentia Fyrkanten AB, 556652-4210, with Midasplayer AB, 556653-2064, for premises in the property Stockholm Träsket 17.

Stockholm, 5 June 2013

DILIGENTIA FYRKANTEN AB
/s/ Anders Kupsu	/s/ Michael Wessel
Anders Kupsu	Michael Wessel

The personal signatures of the above authorized signatories are witnessed:

/s/ Susanne Arvidsson

Susanne Arvidsson

Annex: Registration certificate for Diligentia Fyrkanten AB

Diligentia AB PO Box 7063 SE-103 86 Stockholm Visits Switchboard Fax Jakobsbergsgatan 22 +46 (0)8-573 655 00 +46 (0)8-573 658 00 Registered office Org-no. Web Stockholm 556467-1641 www.diligentia.se

ADDENDUM TO THE LEASE AGREEMENT

For premises

Addendum No. 1

In the event of conflicting information or regulations, this Addendum takes precedence over the pre-printed agreement form (Swedish Property Owners’ Association Form 12B)

RENTAL PROPERTY	Lease contract no.	Property name
	9753-3006-01	Träsket 17
LANDLORD	Name:	Personal/comp.no.
	Diligentia Fyrkanten AB	556652-4210
TENANT	Name:	Personal/comp.no.
	Midasplayer AB	556653-2064
OBJECT OF	Object of Addendum:
ADDENDUM	Signing of this Addendum
1. DETERMINATION OF LEASE PERIOD	The Lease Agreement with respect to the above-described rental property (Lease Agreement) was signed between the parties on 06/12/2013.
	According to the Lease Agreement, the provisional start date was set at 09/01/2014. The lease period as per this Agreement is five years. The definitive start date has now been set at 11/21/2014 (Start Date). The Tenant shall pay rent as well as supplements as of the Effective Date.
	The parties agree herewith that the lease period as per the Lease Agreement shall be determined to be valid from 11/21/2014 up until and including 12/31/2019, whereby the date for the end of the lease period has been adjusted to the following end of the quarter in accordance with the conditions set forth in the Lease Agreement.
2. PENALTY FOR DELAYED START DATE	Should the Start Date be delayed due to circumstances for which the Tenant is not responsible, the Landlord as compensation shall pay damages to the Tenant in the amount of SEK 55,055, exclusive of VAT, for each day for as long as the delay continues.
3. OTHER	In addition, all other terms in this Lease Agreement shall apply.
SIGNATURES	Place and date	Place and date
	Stockholm, 11/05/2013	Stockholm, 11/05/2013
	Landlord	Tenant
	/s/ [illegible]	/s/ Lars Markgren
	Signature	Signature
	[illegible]	Lars Markgren
	Name in full	Name in full

ADDENDUM TO THE LEASE AGREEMENT

For premises

Addendum No. 2

In the event of conflicting information or regulations, this Addendum takes precedence over the pre-printed agreement form (Swedish Property Owners’ Association Form 12B2)

RENTAL PROPERTY	Lease contract no.		Property name
	9753-3006-01		Träsket 17
LANDLORD	Name:		Personal/comp.no.
	Diligentia Fyrkanten AB		556652-4210
TENANT	Name:		Personal/comp.no.
	Midasplayer AB		556653-2064
LEASE PRIOD	From and including:		To and including:
	Start Date 12/12/2014
OBJECT OF	Object of Addendum:
ADDENDUM	Signing of this Addendum
BACKGROUND	Midasplayer AB, 556653-2064 (hereafter “Tenant”) leases from Diligentia Fyrkanten AB, 556652-4210 (hereafter “Landlord”) the premises of approx. 4,127 sq.m., located at the Stockholm Träsket 17 property, with the address of Sveavägen 44 in Stockholm. As per the Lease Agreement’s Special Provisions, Item 31, the Tenant will have the right of ‘first refusal’ with respect to the premises on Floor 5, which the Tenant wishes to utilize.
	Against this background, the Landlord has developed a proposal of an [additional] area of approx. 1,735 sq.m. that the Tenant wishes to lease. This means that the Premises’ area is expanded by approx. 1,735 sq.m. to the extent shown in Appendix 1 to this Addendum (Optional premises).
ADDITIONS	For this reason, the parties agree that the following emendations to the lease conditions shall be in effect from and including the Start Date of the Optional premises:
	1.	The premises area shall be expanded by approx. 1,735 sq., totaling 5,862 sq.m. in all.
	2.	The Optional premises shall be executed according to the attached illustrated design, Annex 1, with the project’s basic standards and in accordance with the Tenant’s improvements as stipulated in the Lease Agreement, Item 2.
	3.	The Start Date for the Optional premises is 12/12/2014. It is of particular important that the remaining notifications provided by the landlord come at the agreed times and that the Tenant, furthermore, abides by the times and conditions that the landlord advises so that it [Landlord] can perform its own work during the construction period before the Start Date [attached].

	4.	Should the Start Date be delayed due to circumstances for which the Tenant is not responsible, the Landlord as compensation shall pay damages to the Tenant in the amount of SEK 21,210, exclusive of VAT, for each day for as long as the delay continues.
	5.	Base rent for the premises shall be augmented by SEK 7,741,800 per year and shall total thereafter SEK 26,741,800 per year, exclusive of VAT and supplements, as per the Lease Agreement.
	6.	The amount under Special Provisions, Item 4 (Index), shall change to SEK 26,741,800.
	7.	The percentage for property tax and unforeseen costs shall change to 16.65%
	8.	Remuneration in case of early termination, as per Special Provisions in the Lease Agreement, Item 33, shall increase by SEK 5,300,000 and shall total SEK 18,300,000, exclusive of VAT.
	9.	The Tenant also retains the right of ‘first refusal’ on the remaining premises on Floor 5 of approx. 194 sq.m. (Annex 2), with the same conditions as stipulated in the Lease agreement, Special Provisions, Item 31.
OTHER		In addition, all other terms in this Lease Agreement shall apply.
SIGNATURES		Place and date	Place and date
		Stockholm, 11/05/2013	Stockholm, 11/05/2013
		Landlord	Tenant
		DILIGENTIA FYRKANTEN AB	MIDASPLAYER AB
		/s/ [illegible]	/s/ Lars Markgren
		Signature	Signature
		[illegible]	Lars Markgren
		Name in full	Name in full

EX-10.20

Exhibit 10.20

In May 2013, Midasplayer.com Ltd (“Company”), a subsidiary of King Digital Entertainment plc, on behalf of the Company and its group of companies (collectively, “Group”), entered into an unwritten management services agreement (“Agreement”) with Apax Partners LLP (“Apax”). The Agreement was terminated on November 30, 2013. Pursuant to the terms of the Agreement, Apax agreed to provide certain management and consulting services to the Group, including strategic advice, secondment of certain Apax personnel to the Group (“Apax Personnel”), financial organization and planning, operations consulting, and advisory services related to public company readiness and such other management and administrative services as the parties mutually determined as necessary (collectively, “Services”). The Company’s senior management supervised Apax Personnel and Apax’s performance of the Services. In consideration for the Services, the Company and Apax agreed to a rate of £3,000.00 per day, for which Apax would invoice the Company. Additionally, the Company agreed to reimburse Apax for Apax’s reasonable out-of-pocket expenses incurred in connection with the Services. The Agreement also required Apax and Apax Personnel who signed confidentiality agreements to hold the Group’s confidential and proprietary information in strict confidence, except if such disclosure was approved in writing by the Company’s senior management. Apax and Apax Personnel were independent contractors of the Company and nothing in the Agreement was to be construed as creating a partnership, joint venture or employment relationship between the Company, the Group, Apax and Apax Personnel.

EX-10.21

Exhibit 10.21

LICENSE AGREEMENT

Midasplayer

28/10 2011

This License agreement (later the “Agreement”) has been entered into on this date, the 25th of October 2011 by and between Joshsthlm AB, reg. no 556655-2948, Gävlegatan 12B, 113 30 Stockholm, Sweden (later the “JOSH”) and Midasplayer AB, reg. no. 556653-2064, St. Eriksg. 113, 113 43 Stockholm, Sweden (later the “Midasplayer”, which expression shall include its successors and assignees, as well as subsidiaries and/or affiliated companies).

Later the JOSH and Midasplayer are also jointly referred to as the “Parties” and solely as a “Party”.

1 INTRODUCTION

JOSH owns and develops interactive platform software (the interactive platform software including any and all parts, software, plug–ins, modules or similar is here-forth referred to as “XCAP”) provided under this Agreement.

This agreement provides a license that enables Midasplayer to offer the functionality of XCAP on all web properties owed to a minimum of 51% by Midasplayer.

NOW THEREFORE, in consideration of the mutual promises, covenants and obligations contained herein, the parties agree as follows:

2 RIGHTS

2.1 FULL SERVICE LICENSE

JOSH hereby grants to Midasplayer and Midasplayer accepts from JOSH, subject to the terms and conditions set out hereafter, a non-exclusive, non-assignable Full Service License for the duration of the Term to use XCAP to the extent specified in this Agreement. For the avoidance of doubt, the license apples only to Midasplayer’s own use of XCAP and Midasplayer is not entitled to sell or market XCAP to third parties, such as Midasplayer’s customers or consumers in general, unless such sale or offering is expressly permitted by JOSH.

2.2 XCAP VERSION AND UPDATES

This agreement shall apply to version 2.7 of XCAP and shall include all future versions of XCAP during the Term.

2.3 INSTALLATION

Installation of XCAP shall be made by JOSH.

Upgrades cannot be scheduled according to specific requests from Midasplayer. JOSH will however in concordance with Midasplayer release updated versions of the software as well as, if applicable, future changes in structure and functionalities.

3 TERM AND TERMINATION

3.1 TERM

This Agreement shall, with regard to the Full Service License, remain in force for an initial period of twelve (12) months, (the “Term”) from the date of signing this Agreement, and shall thereafter continue on a current basis, subject to 3 months notice from either party.

3.2 TERMINATION

Each party shall have the right to terminate this Agreement immediately upon written notice in the event that the other party becomes insolvent, files for any form of bankruptcy, makes any assignment for the benefit of creditors, has a receiver, administrative receiver or officer appointed over the whole or a substantial part of the assets (other than for the purpose of solvent amalgamation), or ceases to conduct business.

Each party shall have the right to terminate this Agreement if the other party is in material breach of its obligations hereunder and fails to remedy such breach (if capable of remedy) within thirty (30) days from the written notice by the other party, which notice shall specify the breach in reasonable detail.

Upon termination according to the Clause 3.2 and according to

Clause 3.1 above, Midasplayer will immediately cease using XCAP and shall promptly and without further delay destroy and all copies of XCAP.

Within thirty (30) days of termination, each party will return or destroy all Confidential Information of the other party in its possession and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or regulatory requirements.

4 FEES

4.1 LICENSE FEE

The Variable License Fee shall be based on the average number of monthly Unique Visitors to the service URL where XAP is used. It shall be calculated on a monthly basis starting on the date of signing this Agreement with interval as long as the contract is valid.

Max Unique Visitors		Monthly Fee (SEK)
	25,000		2,000
	50,000		4,000
	100,000		8,000
	200,000		16,000
	300,000		24,000
	400,000		32,000
	500,000		40,000
	600,000		48,000
	700,000		56,000

When reaching 700,000 Unique Visitors the price goes over to a fixed monthly fee at a maximum of 56,000 SEK with unlimited number of Unique Visitors. The number of Unique Visitors is audited using Google Analytics. Midasplayer shall inform JOSH about any changes to the Statistics or additional services where XCAP is being used that will affect the License Fee.

All the above mentioned fees are exclusive of VAT.

In the event that the Term of this Agreement has exceeded three (3) years from the date the Agreement entered into force, the Parties, if deemed equitable, shall have the right to re-negotiate the License Fees.

4.2 PAYMENT

The License Fees shall be paid against invoice on a quarterly basis with interval as long as the contract is valid.

All invoices are due to 30 day net. If Midasplayer is overdue on any payment due under this Agreement, Midasplayer shall pay interest on the overdue amount at an annual rate of eight percent (8%). If Midasplayer is overdue on any payment due under this Agreement for more than sixty (60) days from receiving the invoice, JOSH shall have the right to discontinue the services specified herein without further notice until all overdue invoices are paid.

5 SUPPORT

5.1 TECHNICAL SUPPORT

JOSH shall, within the frame of the applicable License Fee according to Clause 4.1 above, provide technical support to

Midasplayer. Support, which covers questions from the Midasplayer’s representative or technical contact to JOSH, will be available on working days during normal business hours. Support requests are to be made by phone and/or e-mail and only in matters concerning XCAP. JOSH shall respond to the support request at the latest during the next working day.

JOSH will provide technical support on a monthly basis within the hour limits specified below. Unused support hours are voided at the end of the month, and may not be transferred to the next period.

Min Unique Visitors	Support hours per month
300,000	1
400,000	2
500,000	3
600,000	4
700,000	5

5.2 ADDITION TECHNICAL SUPPORT

Additional technical support exceeding the time limits specified above will be provided at an hourly fee of 950 SEK (exclusive of VAT).

5.3 DOCUMENTATION

JOSH shall provide Midasplayer with all the relevant documentation with regard to use of XCAP.

5.4 END USER SUPPORT

Midasplayer is entitled at its own discretion to provide unprompted first line support to its own customers/users.

6 DELIVERY

JOSH provided that all reasonable support from Midasplayer is given to JOSH, will deliver a complete installation of XCAP with four (4) weeks following the date of signing this Agreement.

7 SERVICES & OBLIGATIONS

7.1 MAINTENANCE

JOSH shall, at its own discretion and/or when needed by Midasplayer, provide maintenance of all Services/Modules ordered by Midasplayer and supplied by JOSH.

7.2 ERROR CORRECTION

JOSH shall, provided that the License Fees have been duly paid by Midasplayer, provide maintenance with regard to all emerged errors, defects etc. pertaining to XCAP for as long as the Agreement stays in force.

JOSH undertakes to correct all errors and defects in a professional manner and in accordance with what is customary in the software industry. Bug fixes and correction of errors that do not affect the functionality of XCAP shall be made without undue delay. Should such bugs be of significant importance to the overall usage of XCAP, error correction of such flaws shall be made immediately.

8 MISCELLANEOUS

8.1 OWNERSHIP

Midasplayer acknowledges that, as between Midasplayer and JOSH, JOSH owns all right, title and interest in any and all software, systems and interfaces provided to Midasplayer under this Agreement. JOSH shall retain all intellectual property rights, title and interest in and to XCAP and in connection with XCAP, its services and content etc, as well as in the JOSH’s trademarks.

Midasplayer retains the ownership to any and all information with regard to, including but not limited to, its customers and/or business partners (“Midasplayer Information”) that, if any,

Midasplayer provides JOSH with or such Midasplayer Information is administered through XCAP. JOSH is entitled to use Midasplayer Information only to the extent absolutely necessary for performing its duties under this Agreement.

JOSH acknowledges and agrees that this Agreement does not establish JOSH any rights to any trademark, trade name, logo type, copyright or other intellectual property right belonging to Midasplayer, unless otherwise agreed between the Parties.

Notwithstanding the above, in respect of content created or generated on the Sites by Midasplayer by means of XCAP, Midasplayer shall have title, copyright and other intellectual property rights, if any, to such content.

8.2 WARRANTIES

The Parties represent and warrant each other as follows and acknowledge that the other Party is relying on such representations and warranties as a precondition for entering into this Agreement.

JOSH represents and warrants that it has all necessary corporate power and authority to enter into and perform this Agreement, and to license the produce to Midasplayer, and that such license does not conflict with or infringe any rights of any third party (including, without limitation, any copyrights, patent rights or trade secrets), or any agreement to which JOSH is bound or the product is subject.

The Parties further represent and warrant they have and will throughout the Term continue to hold and comply with all permits and/or licenses required to carry out their respective businesses and that they will comply with the applicable laws and regulations, including but not limited to in respect of providing XCAP pursuant to this Agreement.

8.3 LIMITATION

Unless otherwise provided herein, there are no warranties, representations or conditions, express or implied, written or oral, arising by statute, operation of law or otherwise, regarding the performance of this Agreement and the Parties disclaim any implied warranty or condition of merchantable quality, merchantability, durability or fitness for a particular purpose.

Each Party understands and agrees that it will be solely responsible for the financial and legal consequences resulting from both its assertion of any representations or provisions of any warranties to Midasplayer or end users, in connection with XCAP, that exceed the mutually agreed scope of the Parties responsibilities for such representations and warranties.

8.4 SITE CONTENT

JOSH reserves the right, after having consulted the matter with Midasplayer, to deny Midasplayer the use of XCAP on any of the Sites in case they contain explicit material or other content that can be considered explicit, offensive or otherwise improper provided, furthermore, that such content is prohibited by law, or can otherwise be detrimental to JOSH, as determined by JOSH at its reasonable and well-founded discretion. Midasplayer shall bear any and all costs, if any, incurred by JOSH pertaining to the removal of XCAP and/or its components form the Sites.

8.5 INFINGEMENT, DEFENSE AND SETTLEMENT

JOSH shall indemnify and hold Midasplayer harmless for all damages, costs, charges, losses, liabilities and expenses incurred by Midasplayer arising from or incurred by reason of any third party claim or suit alleging that the use or possession of any intellectual property or XCAP supplied by JOSH infringes any intellectual property rights belonging to a third party. Furthermore, JOSH agrees to be responsible for any reasonable costs (including reasonable attorneys’ fees) involved and pay any damages finally awarded against Midasplayer in any such claim.

8.6 LIMITATION OF LIABILITY

Unless otherwise stated in this Agreement, neither Party shall be liable for any incidental, indirect, special or consequential damages or any damages whatsoever resulting from loss of use, data or profits, arising out of or relating to this Agreement.

Neither Party shall bear liability over any third parties’ misuse or infringement of the other Party’s intellectual property in relation to this Agreement if the Party in question has engaged in measures that can be deemed reasonably precautionary to protect the other Party’s intellectual property.

No limitations shall apply, in case the losses and/or damages are caused by a party’s willful misconduct or gross negligence or is based on infringement of any third party’s intellectual property rights, on the breach of the duty of confidentiality pursuant to Clause 8.11, or on a breach of any representations or warranties made herein.

8.7 AGGREGATE LIABILITY

The aggregate liability of either Party for any loss arising out of or relating to this Agreement whether for negligence, breach of contract, misrepresentation or otherwise, shall in respect of a single occurrence or a series of occurrences in no circumstances exceed the amount equal to the payments made by Midasplayer to JOSH under this Agreement during the twelve (12) month period preceding the date when the claim in question arose.

8.8 ACTION TO PROTECT

Each Party shall promptly report to the other any actual or suspected violation of the terms of this Agreement, and shall take all reasonable action to prevent, control and/or remedy such violation.

8.9 NO PARTNERSHIP

Nothing in this Agreement shall be construed as constituting a partnership or joint venture between the Parties nor as rendering either Party as the agent of the other. Neither Party shall enter into, incur liabilities or present itself to third parties as having the authority to enter into or incur any contractual obligations, expenses or liabilities on behalf of the other Party.

8.10 CONFIDENTIALITY

All information that has been disclosed, in writing or otherwise, as confidential by the disclosing Party (regardless of its form, manifestation or how it has come to be known to the other Party) concerning either Party to this Agreement, including without limitation the source code for the Parties’ respective software, technology, data, business, financial affairs, and operations, is hereby deemed, for purposes of this Clause 8.10, to be confidential and proprietary to each respective Party (later referred to as “Confidential Information”).

Confidential information shall not include information on part of which the receiving Party can establish before a court of competent jurisdiction: (i) was in the possession of the receiving Party at the time of disclosure; (ii) prior to or after the time of disclosure becomes part of the public domain without the act or omissions of the Party to whom it was disclosed; (iii) is disclosed to the receiving Party by a third party under no legal obligation to maintain the confidentiality of such information; or (iv) was independently developed by the receiving Party.

All Confidential Information shall be treated as strictly confidential by the receiving Party and its employees, contractors, and agents, who on a solely need to know basis receive such Confidential Information, and shall not be disclosed to any third parties by the receiving Party without the disclosing Party’s prior written

consent. However, the receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the receiving Party gives the disclosing Party a reasonable notice prior to such disclosure and complies with all applicable protective order or equivalent.

Midasplayer may disclose Confidential Information also in connection with a corporate transaction or competitive bidding related to this Agreement, assuming that the recipients of the information are committed to confidentiality relating to Confidential Information.

This Clause 8.10 shall survive the termination of this Agreement and shall remain in full force and effect thereafter.

8.11 TREATMENT OF CONFIDENTIAL INFORMATION.

Neither Party shall in any way duplicate any part of the other Party’s Confidential Information, unless otherwise expressly stipulated in this Agreement. Each Party shall enter into an appropriate agreement with each of its employees, contractors and agents having access to the other Party’s Confidential Information sufficient to enable that party to comply with confidentiality obligations similar to this Agreement. Each Party agrees to protect the other’s Confidential Information with a fiduciary duty and shall adopt and/or maintain procedures to protect Confidential Information commensurate with such duty.

8.12 ASSIGNMENT

The Parties shall not have the right to assign this Agreement or any part thereof or their rights, duties or obligations thereunder without the other Party’s prior written consent.

8.13 ENTIRE AGREEMENT

This Agreement together with its appendices constitutes the entire agreement between the Parties on all issues, relating to the Agreement. Unless specifically provided for herein, all prior agreements, communications and understandings between the Parties with respect to such subject matter are superseded by this Agreement.

8.14 NO VARIATION

No agreement or other understandings varying or extending the foregoing rights and obligations will be binding on either Party unless made in writing and signed by authorized representatives of both Parties.

8.15 TAXES

Each Party shall, in connection with its performance of and benefits accrued from this Agreement, bear the sole expense of all applicable duties and foreign, federal, state, county, local income taxes, value added taxes and other related taxes and amounts.

8.16 NOTICES

Any notice required or contemplated by this Agreement to be given by either Party shall be deemed to be duly delivered and effective when made via e-mail to the addresses mentioned in Clause 7.3 above, unless otherwise specifically stated herein.

8.17 GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement and any and all extensions and/or modifications thereof shall be governed by and construed in accordance with the laws of Sweden, excluding its choice of law provisions.

All disputes, claims, or controversies arising out of or in connection with this Agreement shall be referred to the District Court of Stockholm.

This Agreement has been drawn up and duly executed in two (2) copies of which the Parties have taken one each.

On behalf of JOSH	On behalf of Midasplayer
October 28, 2011	October 28, 2011
Date	Date
[illegible]	[illegible]
Place	Place
/s/ Andreas Ströberg	[illegible]
Andreas Ströberg

EX-21.01

Exhibit 21.01

Subsidiaries of the Registrant

Name of Subsidiary	Jurisdiction of Incorporation or Organization
King Digital Malta Holding Limited	Malta
Midasplayer International Holding Company p.l.c.	Malta
King Digital Malta Intermediate Limited	Malta
King.com Limited	Malta
Midasplayer Malta Holding Company Limited	Malta
Midasplayer AB	Sweden
King Mobile AB	Sweden
Midasplayer Technology AB	Sweden
Midasplayer.com Limited	United Kingdom
Digital Jester Limited	United Kingdom
Midasplayer (Skills) Limited	United Kingdom
King.com Inc.	Delaware, United States of America
King.com Payments LLC	Delaware, United States of America
Midasplayer Vertriebs GmbH	Germany
King Japan Co., Ltd.	Japan
King Games Studio S.L.	Spain
King Shared Services S.L.	Spain
King Games Studio (Bucharest) SRL	Romania

EX-23.01

Exhibit 23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form F-1 of King Digital Entertainment plc of our report dated February 18, 2014 relating to the financial statements of Midasplayer International Holding Company p.l.c., which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/S/ PricewaterhouseCoopers LLP

London, United Kingdom

February 18, 2014

CORRESP

CORRESP