EFTA01122050.pdf

oS CMS Dated 2010 (1) DAVID STERN (2) INFORMA PLC SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT relating to an investment in CHINA MEDICAL DATA SERVICES LIMITED CMS Cameron McKenna LLP Mitre House Ref AJS/SUKKJ125793.00010 (22982674.17) EFTA01122050  Table of Contents 1. Interpretation 1 2. Intentionally omitted 4 3. Acquisition and Investment 4 4. Business and Business Plan 4 5. Executive undertakings 5 6. Directors 8 7. Future transactions 9 8. Administration 13 9. Consents and approvals 14 10. Adherence and assignment 15 11. Default Events 15 12. Disclosure of information 16 13. Compliance 17 14. Supremacy 17 15. General 17 16. Notices 18 17. Disputes 18 Schedule 1 20 Part A The Executive 20 Schedule 2 21 Part A The Company 21 Part B The Existing Subsidiary 22 Schedule 3 23 Further Investment Milestones 23 Schedule 4 24 Deed of Adherence 24 (22982674.17) EFTA01122051 THIS AGREEMENT is made the day of 2010 BETWEEN: (1) DAVID STERN o (the "Executive"); (2) CHINA MEDICAL DATA SERVICES LIMITRanny registered in Hong Kong under number 1450156, whose registered office is a' 10, 6/F., Wong's Building 33 Hung To Road, Kwun Tong, Kowloon, Hong Kong (the "Company"); and (3) INFORMA PLC re *sten6d in Jersey with number 102786) whose principal office is at the "Informa"). RECITALS (A) The Company is a private company limited by shares incorporated in Hong Kong under the Companies Ordinance (Cap. 32 of the laws of Hong Kong), further details of which are contained in part A of schedule 2. (B) The Company has an authorised share capital of 501,000 A Ordinary Shares and 499,000 Ordinary Shares and an issued share capital of 501 A Ordinary Shares and 499 B Ordinary Shares have currently been allotted and issued by the Company fully paid up and arc owned as set out in schedule 1. (C) Inform wishes to participate as a Shareholder of the Company for the purposes and on the terms set out in this Agreement. NOW IT IS HEREBY AGREED as follows: 1. Interpretation 1.1 Unless the context otherwise requires, the following definitions shall apply throughout this agreement: • "Acquisition Documentation": the Purchase Agreement and all other documents referred to therein which are to be executed on or about the date hereof "Agreed Form": a form agreed between the Parties on or prior to the date hereof and for the purposes of identification initialled by or on behalf of the parties "A Ordinary Shares": A Ordinary Shares of HKDS1 each in the capital of the Company having rights as set out in the New Articles "Associate": bears the same meaning as in the New Articles the "Board": the board of directors of the Company as from time to time constituted "B Ordinary Shares": B Ordinary Shares of HKDS0.01 each in the capital of the Company having rights as set out in the New Articles "Business Day": a day (other than a Saturday or Sunday) on which banks are open for business in London "Business Nan": the business plan in Agreed Form as revised from time to time pursuant to clause 4.3 "China": means the People's Republic of China (22982674.11) EFTA01122052  "CMDS" means China Medical Data Services Limited, a company registered in the British Virgin Islands under number 1524823, whose registered office is at PO Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands; "Data": all data collected or licensed by any Group Company "Deed of Adherence": the deed of adherence to this agreement, in the form or substantially in the form set out in schedule 4 "Executive Approval" has the meaning ascribed thereto in clause 9.2 "Executive Director": a director of the Company appointed to that office pursuant to article 3.4.2 of the New Articles "Existing Subsidiary": the company the name of, and further details relating to which, are set out in part B of schedule 1 "Financial Year": the financial year ending 31 December "Group": means together the Company, the Existing Subsidiary and every other company which is for the time being a subsidiary or holding company of the Company "Group Company": any company for the time being in the Group "Hong Kong" means the Hong Kong Special Administrative Region of China "Index Linked" in relation to any figure shall mean that such figure shall be increased (but not decreased) by a percentage thereof equal to the percentage increase (if any) in the General Index of Retail Prices for All Items published by the Office for National Statistics (or equivalent if replaced) from the commencement to the end of the period since when such figure was last adjusted "Informs Approval": has the meaning ascribed thereto in clause 9.1 "informs Connected Entity": any member of the Informs Group with which the Executive has had dealings during his employment by the Group "Informs Director": a director of the Company appointed to that office pursuant to article 3.4.1 of the New Articles "Inform, Group": means Infomia plc and its subsidiaries, subsidiary undertakings and associated undertakings, other than the Group Companies "Intellectual Property" means patents, tights to inventions, copyright and related rights, moral rights, trade marks, service marks and trade names, domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including Know-How) and any other intellectual property rights or rights of a similar nature, 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 subsist or will subsist now or in the future in any part of the world; 9T Business": the provision of standardised but otherwise substantially unprocessed data to customers in conjunction with technology companies whose principal business is software or hardware applications development and the sale of the unprocessed data together with the relevant software or hardware to customers solely to enable analysis of the data by the 2 (22982674.11) EFTA01122053  customers provided always that this does not compete directly or indirectly with the business of any member of the Informs Group undertaken from time to time "Know-flow" means all inventions, improvements, modifications, processes, formulae, models, prototypes and sketches, drawings, plans or specifications or any other matters made, devised, developed or discovered by any Group Company, alone or with one or more others, relating to or otherwise in connection with the Business; "LCIA Court" means the London Court of International Arbitration "LCIA Rules" means the LCIA Arbitration Rules "Letter of Appointment" the letter of appointment proposed to be entered into between the Company and the Seller (in Agreed Form) "Loan Notes" means the US$8,000,000 nominal unsecured loan notes 2015 of the Company to be constituted by the instrument (in Agreed Form) to be entered into by the Company "Loan Note Instrument" means the instrument referred to in the definition of "Loan Notes" "New Articles": the proposed new Memorandum and Articles of Association of the Company the "Parties": means, subject as provided in clause 15.7, the Executive, the Company, Informa and persons who have entered into such covenants as arc provided in clause 10.1 "Purchase Agreement": the agreement dated [ between the Executive (1) and Informa (2) pursuant to which Informa is to purchase the A Ordinary Shares "RMB": means Renminbi, the official currency of China (excluding Hong Kong, Macau, Special Administrative Region and Taiwan) "Shares": shares in the capital of the Company (of whatever class) "Shareholders": collectively all (or, where the context requires, some) of the holders of Shares from time to time "Taxation": all forms of taxation, duties, imposts, levies and rates whenever created or imposed and whether of China, Hong Kong or elsewhere and all penalties and interest payable in respect thereof 1.2 Unless the context otherwise requires, words and expressions defined in provisions of the Companies Act 2006 shall be read as having those meanings where used in this agreement. 1.3 Headings are used in this agreement for convenience only and shall not affect its construction or interpretation. 1.4 In this agreement references to schedules are to schedules to this agreement and references to clauses arc to clauses in this agreement and, unless otherwise specified, references to paragraphs are to paragraphs of the clause in which such reference appears and references to annexures are to annexures to this agreement. 1.5 In this agreement reference to a person includes any legal or natural person, partnership, trust, company, government or local authority department or other body (whether corporate or unincorporated). 3 (22982674.11) EFTA01122054 1.6 In this agreement, unless the context does not so admit, reference to an individual or individuals shall include his or their respective personal representatives. 1.7 In this agreement, unless the context does not so admit, reference to the singular includes a reference to the plural and vice versa and reference to the masculine includes a reference to the feminine and neuter. 1.8 Reference in this agreement to any statutory provision shall include a reference to that provision as amended, extended or re-enacted and to any statutory replacement thereof (either before or after the date hereof) from time to time and to any former statutory provision replaced (with or without modification) by the provision referred to, and shall also include reference to all statutory instruments and orders made pursuant to any such statutory provision. 1.9 References to times of the day are (unless otherwise expressly provided) to London time and references to a day are to a period of 24 hours running from midnight on the previous day. 1.10 This Agreement, and any non-contractual rights or obligations arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with English law. 2. Intentionally omitted 3. Acquisition and Investment 3.1 Upon execution of this Agreement, all (but not just part) of the following shall take place: (a) the Company shall execute the Loan Note Instrument; (b) Informa shall pay by electronic transfer to a bank account nominated by the Company US$8,200,000 (less any amounts previously advanced to the Company pursuant to clauses 4.6 and 4.7 of the Purchase Agreement) pursuant to the Loan Note Instrument; (c) the Company shall make the necessary entries in its register of members and transfers and register of loan note holders (as provided in the Loan Note Instrument or other documentation relating to the Loan Notes) and execute under seal and issue to Informa share certificates for such Shares as detailed in part B of Schedule 1 and issue loan note certificates for such Loan Notes; and (d) Informa shall appoint John Burton, Malcolm Carridus, Giles Catron and Roddy Yan as Informa Directors in accordance with article 3.4.1 of the New Articles. 3.2 Informa shall further be obliged to advance US$8,000,000 of working capital, subject to and conditional upon the milestones set out in Schedule 3 ("Milestones") being achieved by the Group within 6 months of the longstop dates of each Milestone and in the amounts and tranches set out in Schedule 3 ("Further Investment"). 3.3 For the avoidance of doubt, informa shall be under no obligation to advance or invest any sums of money in the Group, otherwise than as set out in this Agreement, and further, Informa shall be under no obligation to advance a further US$8,000,000 of working capital (as set out above at clause 3.3) unless the Milestones are met in full. 4. Business and Business Plan 4.1 The business of the Company and its Subsidiary (the "Business") shall be to carry on the business of Group as directed by the Board and the Shareholders (as the case may be) from time to time within China and any other jurisdictions as so directed. 4 (22982674.11) EFTA01122055 4.2 The Business shall be conducted under the name of the Subsidiary in the best interests of the Group on sound commercial profit-making principles so as to generate the maximum achievable maintainable profits available for distribution and otherwise in accordance with the Business Plan. 4.3 Each of the Shareholders agrees with the other to procure that in so far as it is able, the Board shall: 4.3.1 not later than two months prior to the end of each Financial Year, prepare and submit to the Shareholders a draft revised Business Plan in respect of the five year period commencing with the next Financial Year together with a request that the Shareholders approve, with such amendments as the Shareholders may deem necessary, the revised Business Plan pursuant to clause 7; and 4.3.2 not later than the end of each Financial Year, resolve to adopt as the Business Plan for the next five years the revised Business Plan prepared pursuant to sub-clause 4.3.1 as approved by the Shareholders. 5. Executive undertakings 5.1 In consideration of Informs entering into or becoming party to this agreement, the Executive undertakes to the Company (for itself and as agent and trustee for each Group Company from time to time) and (as a separate undertaking) to Informa that: (a) for so long as the Executive is employed by the Company or any other Group Company he will devote such time to the business of the Group as is set out in his Letter of Appointment and use his best endeavours to develop the business; (b) for so long as the Executive is employed by the Company and upon his ceasing (whether of his own volition or otherwise) to be employed by or to be a director of any Group Company, he will not, during his appointment and for a period of two years from the date of such cessation (or, if he ceases to be an employee on a different date from that on which he ceases to be a director, the later of such dates) (the "Cessation Date"), whether on his own account or on behalf of any other person, firm or company (other than on behalf of any Informs Connected Entity or in connection with IT Businesses (approved by Informa pursuant to clause 7.4) that are carried out by way of a separate joint venture, partnership, consortium or other similar arrangement): (i) solicit (in connection with any business of a type then carried on by the Group) interfere with or endeavour to entice away from any Group Company or any Informa Connected Entity any person, firm or company who at any time during the period of two years immediately preceding such cessation, was either to his knowledge a material customer, client, supplier, agent, distributor, or an employee (not being a junior employee) or consultant (by whatever title called) of a Group Company or any Informa Connected Entity; or (ii) seek to disrupt or otherwise interfere with or prejudice the continuance of the supply of goods or services to any Group Company or any Informa Connected Entity or the terms of any such supply; carry on, engage in or be concerned or interested either as principal or as a partner or employee of any other person within China in any business or activity which is similar to, or competes with, the businesses and activities S (22982674.11) EFTA01122056  (or, if more than one, any of them) in which any Group Company or any Informs Connected Entity is engaged at the Cessation Date; (c) he will not at any time after the Cessation Date represent himself as still being: an employee or a director of or as otherwise having any authority to act on behalf of any Group Company or any Informs Connected Entity; or (ii) save only in respect of any shareholding in the Company for so long as he retains the same, otherwise interested in any Group Company or any Informa Connected Entity or its business and affairs; (d) he will not at any time whilst a director of any Group Company (save in so far as is reasonably necessary to fulfil his duties to the Group) or at any time thereafter, directly or indirectly use or disclose or communicate to any person, firm or company any information concerning the internal or external affairs, business methods, processes, systems, inventions, plans or research and development of the Group or any Informs Connected Entity or of its customers, clients or suppliers and which may be reasonably regarded as being confidential to the Group or any Informa Connected Entity or to such persons (other than information which the Executive is required to disclose by law or which is for the relevant time being in the public domain other than by reason of wrongful disclosure of the same by the Executive) and will use his best endeavours to prevent the publication or disclosure of any such information by any third party. 5.2 The Executive hereby acknowledges that the foregoing undertakings and agreements by and on his part are part of the consideration afforded to Informa in return for its agreement to acquire Shares and Loan Notes and that (after taking legal advice) he considers the foregoing restrictions and agreements to be reasonable and necessary for the protection of the legitimate commezeial interests of Infonna. It is hereby agreed that if any such undertaking or agreement is held to be void or invalid but would not have been so held if part of the wording were deleted or its extent reduced or modified, then such undertaking shall apply with such modification(s) as may be necessary to make the same valid and enforceable. 53 The Executive hereby warrants and undertakes to the Company and Informs that he is free to continue or, as the case may be, take up such employment and (as the case may be) is not or will not be in breach of any other contract of employment (whether past or now subsisting) or be liable to any action (whether for damages, injunction, specific performance or otherwise) relating to any such contract or be in breach of any duty of confidence or any undertaking or arrangement relating to any intellectual property rights or be liable to any action (whether for damages, injunction, specific performance or otherwise) relating to any continuous or continuing obligations under any such contract, and that any Group Company is free to offer or continue (as the case may be) employment to such person without being liable to any other person for so offering or continuing such employment and subsequently employing such person. 5.4 The Executive hereby undertakes to Informa that, save with Informs Approval or as required or permitted by the New Articles, he will not, and shall procure that his Associates will not, for so long as !aroma owns any Shares or Loan Notes, or fora period of five (5) years fiom the date of this agreement (whichever is the lesser period) dispose of or agree to dispose of or enter into any agreement or arrangement (including any mortgage or charge) by virtue of which be will or may become obliged to dispose of all or any Shares of which he or his Associates is now or may subsequently become the registered holder and/or beneficial owner, or of any interest therein. 5.5 The Executive undertakes to Informs that, save with Infonna Approval, he shall not, and shall procure, in so far as he is able, that the Group shall not, act in any way (directly or indirectly) 6 (22982674.11) EFTA01122057  which may be in competition with the business or activities of all or any part of the Informa Group. 5.6 The Executive further undertakes, in so far as he is able, to procure that: 5.6.1 all Group Companies shall grant on arm's length terms, sole rights for such periods of time, in such territories and to such members of the Inform Group as nominated by Informa from time to time to generate, produce and publish publishing products (including data) and services and operate conferences, exhibitions, seminars, training courses or other events derived from, relating to, incorporating or comprising the Data and shall procure that no such rights are granted to any other person, save in respect of any IT Business approved by Infonna pursuant to clause 7.4; and 5.6.2 if requested by Informa, any Group Companies shall carry out any business described in clause 5.6.1. 5.7 Inform undertakes to use its reasonable endeavours to assist the relevant Group Companies to build up their publishing expertise in order for them to be able to develop and sell publishing products that are based wholly or substantially on the Data. Accordingly, it is intended that clause 5.6 shall apply such that these publishing products are produced and sold by the relevant Group Companies once they have the relevant expertise to do so. The Executive acknowledges that where a product does not comprise or is not otherwise derived wholly or substantially from the Data, then it is likely to be appropriate for members of the Informa Group to have the Data licensed to them for this purpose on the basis described in clause 5.6.1. 5.8 Informa shall consult with the Executive with regard to the form of any licence of the Data so far as any such licence would in the reasonable view of the Executive be considered by the relevant Chinese authorities as constituting a violation of Chinese law or regulation or likely to cause any employee of any such Group Company to incur criminal or administrative liability in China or which is reasonably likely to provoke the investigatory attention of the Chinese authorities. 5.9 In consideration of Executive entering into or becoming party to this agreement, Inform undertakes to the Company (for itself and as agent and trustee for each Group Company from time to time) and (as a separate undertaking) to Executive that: (a) for so long as Informa has an Informa Director and upon its ceasing (whether of its own volition or otherwise) to have an Informa Director, it will not, during such appointment and for a period of two years from the date that there are no Informa Directors (the "Cessation Date"), whether on its own account or on behalf of any other person, firm or company. (i) solicit (in connection with any business of a type then carried on by the Group) interfere with or endeavour to entice away from any Group Company any person, firm or company who at any time during the period of two years immediately preceding such cessation, was either to its knowledge a material customer, client, supplier, agent, distributor, or an employee (not being a junior employee) or consultant (by whatever title called) of a Group Company; or seek to disrupt or otherwise interfere with or prejudice the continuance of the supply of goods or services to any Group Company or the terms of any such supply; 7 (22982674.11) EFTA01122058  (b) it will not at any time after the Cessation Date represent itself (save only in respect of any shareholding in the Company for so long as it retains the same) as still: 0) having any authority to act on behalf of any Group Company; or (ii) being interested in any Group Company or its business and affairs; 6. Directors 6.1 The Parties agree that: 6.1.1 Informa shall have the right to appoint up to four Informa Directors (the "Informa Director(s)") pursuant to article 3.4.1 of the New Articles; and 6.1.2 the Executive shall have the tight to appoint two Directors (the "Executive Director(s)) pursuant to article 3.4.2 of the New Articles. 6.2 If Informa or the Executive shall, pursuant to the New Articles and/or this agreement, remove an Informa Director or Executive Director (as the case may be) from office, then the relevant appointor shall indemnify and hold each Group Company harmless against all losses and expenses whatsoever which such Group Company may incur arising out of or in connection with such removal or resignation. 6.3 It is agreed between the Company and Informa that: (a) the remuneration to be paid in respect of the services of an Inform Director shall be paid to Informs (or to such other person or persons (if any) as Informs shall direct); (b) for the financial year of the Company ending on 31 December 2010 the amount of the remuneration payable by the Company in respect of the services of the Informa Directors shall be at the rate of USS60,000 (plus VAT thereon (if appropriate)) per annum in aggregate and shall be payable monthly in arrears by bank standing order; and (e) the Company shall reimburse each Informa Director for all out of pocket expenses reasonably incurred by him in connection with the performance of his duties as a director of the Company. 6.4 An Informa Director shall not be removed except by Informa or with Informa Approval and subject to article 3.4.3 of the New Articles, an Executive Director shall not be removed except by the Executive or with Executive Approval. 6.5 The amount of the remuneration referred to in clause 6.3 shall be reviewed on an annual basis and the minimum annual rate of such remuneration in respect of any subsequent financial year of the Company shall be at the rate specified above Index Linked (plus VAT thereon (if appropriate)). 6.6 On any resolution of the Board each Director shall have one vote except that in any case where a Shareholder is entitled to appoint more than one Director pursuant clause 6.1, if: 6.6.1 in the case of Inforraa's right to appoint Directors pursuant to clause 6.1.1, less than four Inform Directors are present at any meeting of the Board, then the Informa Director(s) present shall have in aggregate, such number of votes as is then equal to 8 (22982674.11) EFTA01122059  the number of Directors Infonna is at that time entitled to appoint to the Board pursuant to clause 6.1.1; or 6.6.2 in the case of the Executive's right to appoint Directors pursuant to clause 6.1.2, only one of the Executive's appointed Directors is present at any meeting of the Board, then that Director present shall have such number of votes as is then equal to the number of Directors the Executive is at that time entitled to appoint to the Board pursuant to clause 6.1.2. 7. Future transactions 7.1 Without prejudice to clause 5.6 or clauses 7.3, 7.4 and 7.5, (i) the Executive and Informa hereby agree with and undertake to each other to exercise (or, if appropriate, refrain from exercising) the voting rights attaching to their Shares so as to procure (so far as he or it is able) that, save with Informs Approval and (save as provided by clause 7.2) Executive Approval and the affirmative approval of the Informa Directors and (save as provided by clause 7.2) Executive Directors: (a) no Group Company (other than the Company) shall allot or issue any shares; (b) the Company shall not allot or issue any Shares unless an offer (the "Offer"), open for a period of not less than 14 days, has been made to each bolder of Shares (other than a holder who has been deemed to have given a Mandatory Transfer Notice (as defined in the New Articles) on or prior to such date) to allot to him, at the same price per share as the Shares, such number of such Shares (rounded down, if necessary, to the nearest whole share) as would be necessary for his holding to constitute immediately after the allotment the same proportion of the aggregate number of Shares in issue as it did immediately before the allotment, PROVIDED that each Shareholder shall always be allocated the class of Shares which they hold as at the date of this Agreement and FURTHER PROVIDED that the Offer shall not be capable of acceptance unless, if a Shareholder (the "First Shareholder) subscribing for the Shares (or any of them) is at the same time as the subscription also making loans available to a Group Company, any Shareholder who wishes to accept the Offer makes loans available on the same terms (mutatis mutandis) as the First Shareholder to such Group Company of an amount that bears the same proportion to the aggregate amount such Shareholder would be required to subscribe for the Shares offered to him or it as the First Shareholder's loans then being made available will bear to the aggregate amounts to be respectively subscribed by the First Shareholder for the Shares; (c) no Group Company shall amend the Business Plan or adopt a new Business Plan and no Group Company shall (so far as the same lies within its control) either depart from any of the general strategies, policies or plans laid down thereby or make any material expenditure or incur any material liabilities which are not contemplated therein or are in excess of those contemplated thereby; (d) no Group Company shall create or issue or allow to come into being any mortgage, charge, lien or other encumbrance (save for liens arising in the ordinary course of business) upon the whole or any part of its undertaking, property or other assets or uncalled capital or revenue or create or issue any debenture or debenture stock; (e) no Group Company (i) shall borrow or lend any material loan or make or enter into any advance, guarantee, indemnity or surety contract, inter-corporate loans and investments or guarantees/security; or 9 (22982674.11) EFTA01122060  (ii) shall sell, assign, factor, discount or otherwise dispose of all or any of its debts or any interest therein; (0 no Group Company shall acquire or agree to acquire any fixed or capital asset or make or agree to make any capital expenditure except for individual items not in excess of US$100,000; (g) no Group Company shall enter into, amend or terminate any contract with an annual value exceeding US$100,000; (h) no Group Company shall acquire, dispose of or agree to acquire or dispose of any, or any interest in, real property; (i) no Group Company shall commence any legal proceedings for amounts exceeding US$50,000; 0) other than pursuant to clause 7.1(b), no Group Company shall vary or permit any variation in its issued share capital or its capital structure, modify or vary the rights attaching to any class of its shares or grant any options or other like rights to acquire any shares or securities convertible into shares or make any payment to any person (whether or not a member) for giving up his right to any such share capital, options or other like rights; (k) no Group Company shall establish any pension, bonus, profit sharing or other incentive scheme or plan for directors and/or employees; other than pursuant to clause 7.1(b), no Group Company shall alter its memorandum or articles of association or, in the case of any overseas subsidiary, its equivalent document(s); (m) no Group Company shall take any steps to have any Group Company wound up unless any professional adviser has advised that such Group Company is required to be wound up by reason of having become insolvent; (n) no Group Company shall sell, transfer, lease, assign, grant any licence in respect of, or otherwise dispose of, the whole or any part of its undertaking, property or other assets (whether by one transaction or a series of transactions whether related or not) or any interest therein other than the sale of current assets in the ordinary course of business; (0) no Group Company shall sell, transfer or otherwise dispose of any subsidiary or associated company or any shares, securities convertible into shares or any rights to acquire shares or securities so convertible or any other interest therein; (p) no Group Company shall give any guarantee or indemnity other than in the ordinary course of business; (q) no Group Company shall enter into any transaction or series of transactions which if the Group Company were incorporated in England and Wales, would require approval under sections 190 to 196 (inclusive) Companies Act 2006 or which, if the share capital of the company were then listed on the Official List of the UK Listing Authority, would constitute a Class 1 transaction; (r) no Group Company shall enter into any transaction or series of transactions which would if the share capital of the company were then listed on the Official List of the UK Listing Authority constitute a related party transaction (as defined in the Listing 10 (22982674.11) EFTA01122061  Rules sourcebook of the Financial Services Authority's Handbook) which is not on arm's length terms; no Group Company shall subscribe for, purchase or otherwise acquire any shares, debentures, debenture stock, mortgages or securities or interest in any other person; no Group Company shall incorporate or otherwise set up or acquire any subsidiary or associated company or new business or any interest therein or, other than in the ordinary course of business, acquire or dispose of any material assets; no Group Company shall make any material change in the nature of its business as currently carried on or as contemplated in this Agreement; no Group Company shall enter into any agreement or other arrangement otherwise than in the ordinary course of business and on an arm's length basis; no Group Company shall change any auditor or its accounting reference date or its accounting policies or prepare, or cause to be prepared, any accounts (including management accounts); no Group Company shall, in relation to the Executive and any key employee as is referred to in clause 7.1 (y) below agree to or accept any variation, in his terms of employment (including any increase or extension of salary, pension contributions, benefits in kind or other emoluments), give any such consent (if any) as is referred to in his service agreement or other contract of employment, waive, or agree to take no action in respect of, any material breach by any such person of his service agreement or other contract of employment or terminate the employment of any such person; (y) no Group Company shall employ or agree to employ or engage as a consultant: (i) any senior executive (being an employee or consultant whose emoluments and pension benefits or consultancy fees and other benefits, as applicable, shall be at an annual rate in excess of US$100,000); or any person on terms such that such employment or consultancy may not lawfully be terminated by such Group Company without compensation upon six months' notice or less; (z) the Company shall not make any determination or pass any resolution pursuant to articles 4, 5 or 6 of the New Articles or agree any fair value for any Share pursuant to article 5.6 of the New Articles; (u) no Group Company shall pass any resolution for reducing its share capital or the amount (if any) for the time being standing to the credit of its share premium account or capital redemption reserve or for reducing any uncalled liability in respect of partly paid shares; (bb) no Group Company shall purchase or redeem any shares; (cc) no Group Company shall transfer any profits to reserves or otherwise take any action which will or may reduce the amount of its profits available for distribution; (dd) no Group Company, in carrying on its business, shall use nor permit the use of, in any manner whatever, the name Informa or any other name suggesting an affiliation therewith. 11 (22982674.11) EFTA01122062 7.2 The Parties agree, that in the event that Informa is attributed additional voting rights in accordance with article 3.3.2 of the New Articles, for so long as such additional voting rights may subsist, there shall be no requirement for Executive Approval or approval of the Executive Directors under clause 7.1 other than in relation to clause 7.1 (a), (b), (r) or (z). 73 Informs undertakes to co-operate with the Executive to enable the Group to enter into IT Business. Where a proposal is made to Informs for the Group to carry out IT Business the Parties agree that different economic arrangements shall apply to the IT Business and Informa's share of any profits arising from such IT Business shall be 20% less than they would otherwise normally be entitled to pursuant to their shareholding in the Company. 7.4 In the event that either 7.4.1 the IT Business is to be carried on through a Group Company by way of contractual arrangements with a technology company, appropriate arrangements will be put in place (via a different class of shares) to cater for the different profit entitlements; or 7.4.2 the IT Business is to be carried out by way of a separate joint venture, partnership, consortium or other similar arrangement with a technology company, then the Parties shall procure that: (a) no Group Company shall enter into any arrangement of the type carried on by clause 7.4.1 or 7A.2 unless Informa Approval (not to be unreasonably withheld, delayed or conditioned) has been obtained for the legal structure; and (b) no Group Company shall licence, assign or transfer any Intellectual Property of the Group or Data unless Informa Approval (not to be unreasonably withheld, delayed or conditioned) has been obtained for the terms of such licence. 7.5 In the event that theIT Business is to be carried out by way of a separate joint venture, partnership, consortium or other similar arrangement with a technology company, the Executive shall have board control and a casting vote as to divestment decisions and drag along rights in respect of any shareholding or other interest that Informa may hold (unless the proposed purchaser is a competitor of the Informa Group or any part thereof) and Informa shall have tag along rights in respect of any proposed acquisition of the Executive's shareholding or other interest. 7.6 The Executive hereby undertakes to Informs that, save with Informa Approval: 7.6.1 the Letter of Appointment shall not be varied or amended; 7.6.2 the common or company seal or chop of the Company and the Existing Subsidiary may not be used; and 7.6.3 the Company shall not agree to any variation of the terms of the Loan Note Instruments. 7.7 Each Group Company shall insure with an insurance company of repute and keep so insured itself, all its assets and its directors and officers against appropriate risks to the extent of and in accordance with good commercial practice and shall comply with all reasonable directions from the Informa Director(s) in this regard. 12 (22982674.11) EFTA01122063 7.8 If it appears that the Executive or any connected person of an Executive (in whatever capacity) is in breach of any obligation which he owes to any Group Company (whether under this agreement, the Letter of Appointment or otherwise) or if it appears that the Executive or any Informa Director has misapplied or retained or become liable or accountable for any money or property of any Group Company, or has been guilty of any misfeasance or breach of any fiduciary or other duty in relation to any Group Company or is under any obligation to indemnify any Group Company against any liability, then the Parties hereby agree that the prosecution of any right of action of any Group Company in respect thereof shall be passed to the Informs Directors (in the case of a breach or wrongdoing by the Executive or any connected person of an Executive) or the Executive (in the case of a breach or wrongdoing by the Inform Directors) who shall have full authority on behalf of the relevant Group Company to negotiate, litigate and settle any claim arising there from and the Parties hereto shall take all steps within their power to give effect to the provisions of this sub-clause. 7.9 The Company hereby covenants (on its own behalf or on behalf of each Group Company) with