Exhibit 10.24
DATED 29 NOVEMBER 1999
(1) GEOFFREY STREET AND OTHERS
(2) PAPA JOHN'S (UK) LIMITED
(3) PAPA JOHN'S INTERNATIONAL, INC.
AGREEMENT
FOR THE SALE AND PURCHASE OF THE
ENTIRE ISSUED SHARE CAPITAL OF
PERFECT PIZZA HOLDINGS LIMITED
EVERSHEDS
SOLICITORS
Senator House, 85 Queen Victoria Street
London EC4V 4JL
Tel: 0171 919 4500 Fax: 0171 919 4919
CONTENTS
CLAUSE PAGE
1. INTERPRETATION.............................................................1
2. SALE AND PURCHASE..........................................................7
3. CONSIDERATION..............................................................7
4. WARRANTIES.................................................................8
5. CAPACITY AND SHARES.......................................................14
6. RESTRICTIVE COVENANTS.....................................................15
7. COMPLETION................................................................17
8. GUARANTEE.................................................................20
9. ANNOUNCEMENTS AND COSTS...................................................20
10. NOTICES...................................................................20
11. GENERAL...................................................................21
SCHEDULE 1....................................................................29
The Vendors
SCHEDULE 2....................................................................27
Details Of The Company
SCHEDULE 3
The Property..................................................................32
SCHEDULE 4....................................................................33
Non-Taxation Warranties
SCHEDULE 5....................................................................68
Taxation
SCHEDULE 6....................................................................81
Provision Regarding Retention Fund
SCHEDULE 7....................................................................81
Adjustment of Consideration
THIS AGREEMENT is made on November 29, 1999
BETWEEN
(1) The persons whose names and addresses are set out in column (1) of
SCHEDULE 1 ("the Vendors"); and
(2) PAPA JOHN'S (UK) LIMITED (registered number 3872801) whose registered
office is at Perfect Pizza House, The Forum, Hanworth Lane, Chertsey,
Surrey KT16 9JX ("THE PURCHASER"); and
(3) PAPA JOHN'S INTERNATIONAL, INC., a company incorporated in the State
of Delaware, U.S.A. and whose principal place of business is at P O
Box 99900, Louisville, Kentucky, U.S.A. ("THE GUARANTOR").
RECITAL
A. Barrington House Nominees Limited is the registered holder of, in
aggregate, 139,314 Cumulative Participating Preferred Ordinary Shares
and 2,500,000 Cumulative Redeemable Preference Shares in the Company,
as bare nominee for Wren Investments Limited and Eagle Star Insurance
Company Limited, in respect of such number of shares as are set
opposite its name in SCHEDULE 1.
B. The parties have agreed to effect the sale and purchase of the Shares
on and subject to the terms set out below.
OPERATIVE CLAUSES
1. INTERPRETATION
In this Agreement:-
1.1 the following expressions have the following meanings unless
inconsistent with the context:-
"THE ACT" The Companies Act 1985
"AFFILIATE" In the case of the Purchaser, any
holding company or subsidiary of the
Purchaser or subsidiary of such holding
company from time to time, in each case
as defined in Section 736 Companies Act
1985
1
"A ORDINARY SHARES" The 408,300 A ordinary shares of 10
pence each in the Company registered in
the name of Geoffrey Street, further
details of whom appear in SCHEDULE 1
"B ORDINARY SHARES" The 46,000 B ordinary shares of 10 pence
each in the Company registered in the
name of the Trustees
"BUSINESS DAY" Any day (other than Saturday or Sunday)
on which clearing banks in the City of
London are open for a full range of
banking transactions
"THE CASH COLLATERAL DEPOSIT" The deposit by the Purchase with
National Westminster Bank plc, to be
held in a designated deposit account,
of the sum of L1,622,960, such monies
constituting collateral security to
such bank in respect of the Loan Note
Guarantee
"C ORDINARY SHARES" The 206,000 C ordinary shares of 10
pence each in the Company registered in
the name of Nicholas Miller, further
details of whom appear in SCHEDULE 1
"THE COMPANY" Perfect Pizza Holdings Limited,
registered number 03331853 whose
registered office is at Perfect Pizza
House, The Forum, Hanworth Lane,
Chertsey, Surrey KT169JX
"COMPLETION" Completion of the sale and purchase in
accordance with CLAUSE 7
"THE CONSIDERATION" The consideration for the sale of the
Shares as stated in CLAUSE 3.1
"THE CUMULATIVE PARTICIPATING The 139,314 cumulative participating
PREFERRED SHARES" preferred ordinary shares of 10 pence
each in the capital of the Company
registered in the name of Barrington
House Nominees Limited as set out in
column (2) of SCHEDULE 1
"THE CUMULATIVE REDEEMABLE The 2,500,000 8% cumulative redeemable
2
PREFERENCE SHARES" preference shares of 50 pence each in
the capital of the Company registered in
the name of Barrington House Nominees
Limited as bare nominee for Wren
Investments and Eagle Star as referred
to in Recital A
"D ORDINARY SHARES" The 67,000 D ordinary shares of 10 pence
each in the Company registered in the
name of Christopher Dyson, further
details of whom appear in SCHEDULE 1
"THE DISCLOSURE LETTER" The letter having the same date as this
Agreement from the Warrantors to the
Purchaser qualifying the Warranties
"THE DIVIDENDS" The Preference Dividends and the Stock
Dividend
"E ORDINARY SHARES" The 79,700 E ordinary shares of 10 pence
each in the Company registered in the
name of Alan Cotterill, further details
of whom appear in SCHEDULE 1
"EAGLE STAR" Eagle Star Insurance Limited further
details of which are set out in SCHEDULE
1
"ESCROW ACCOUNT" The escrow account to be established
jointly between the Purchaser's
Solicitors and the Vendors' Solicitors
pursuant to CLAUSE 3 and SCHEDULE 6
"F ORDINARY SHARES" The 27,500 F ordinary shares of 10 pence
each in the Company registered in the
name of Martin Clayton, further details
of whom appear in SCHEDULE 1
"FINAL SALARY SCHEME" The Perfect Pizza Limited Pension Scheme
established with effect from January
1996
3
"FURTHER LOAN NOTES" The L93,316 floating rate guaranteed
loan notes 2005 of the Purchaser to be
constituted by the Further Loan Note
Instrument
"FURTHER LOAN NOTE The loan note instrument in the agreed
INSTRUMENT" terms to be executed by the Purchaser
creating the Further Loan Notes
"GPP" The Perfect Pizza Group Personal Pension
Plan established with Royal & Sun
Alliance with effect from 6 April 1998
"THE GROUP" Together the Company and each other
company details of which are set out in
SCHEDULE 2
"GROUP MEMBER" Any company which is a member of the
Group
"THE LOAN NOTES" The L1,529,644 floating rate guaranteed
loan notes 2005 of the Purchaser to be
constituted by the Loan Note Instrument
"THE LOAN NOTE GUARANTEE" The guarantee in respect of the Loan
Notes and the Further Loan Notes in the
agreed terms executed by National
Westminster Bank plc guaranteeing the
Loan Notes and delivered at Completion
"THE LOAN NOTE INSTRUMENT" The loan note instrument in the agreed
terms to be executed by the Purchaser
creating the Loan Notes
"MRS STREET" Mrs. Renee Street, further details of
whom are set out in SCHEDULE 1
"THE ORDINARY SHARES" The Original Ordinary Shares, the A
Ordinary Shares, the B Ordinary Shares,
the C Ordinary Shares, the D Ordinary
Shares, the E Ordinary Shares and the F
Ordinary Shares
"THE ORIGINAL ORDINARY The 71,550 ordinary shares of 10 pence
SHARES" each in the capital of the Company
registered in the names of the
Warrantors and Mrs Street as set out in
column
4
(2) of SCHEDULE 1
"THE PENSION SCHEMES" The Final Salary Scheme, the Perfect
Pizza Limited Life Assurance Scheme and
the GPP. References to "the Pension
Scheme" shall where the context admits
mean each of them
"THE PREFERENCE DIVIDENDS" The aggregate of L116,712.33 paid to
Barrington House Nominees Limited on
29 November 1999 in respect of the
period from 1 April 1999 to 29
November 1999
"THE PURCHASER'S SOLICITORS" Eversheds of Senator House, 85 Queen
Victoria Street, London EC4V 4JL
"RESTRICTED BUSINESS" The selling of, or licensing or
franchising of third parties to sell,
pizza on a dine-in, take-away or
delivery basis
"RETENTION FUND" The sums to be paid into the Escrow
Account pursuant to CLAUSE 3.3.3 and to
be applied pursuant to SCHEDULE 6
"THE SCOTT'S ACQUISITION The agreement between Scott's
AGREEMENT" Hospitality Limited, the Company and
Perfect Pizza Limited dated 7 July 1997
in relation to the acquisition by the
Company of the entire issued share
capital of Perfect Pizza Limited
"THE SHARES" The entire issued share capital of the
Company comprising the Ordinary Shares,
the Cumulative Redeemable Preference
Shares and the Cumulative Participating
Preferred Shares
"THE STOCK DIVIDEND" The dividend of L75,105 with scrip
dividend alternative declared by the
Company on 17 November 1999
"THE TRUSTEES" Geoffrey Street and Mrs Street (as
trustees of the Street Family
Settlement)
5
"THE VENDORS' SOLICITORS" Berwin Leighton Solicitors of Adelaide
House, London Bridge, London EC4R 9HA
"THE WARRANTIES" The warranties set out or referred to in
CLAUSE 4, SCHEDULE 4 and PART 3 of
SCHEDULE 5
"THE WARRANTORS" The Vendors, excluding Barrington House
Nominees Limited, the Trustees (in their
capacity as trustees) and Mrs Street
"THE WARRANTY INSURANCE" The insurance policy (in the agreed
terms) taken out by the Warrantors with
HSBC Insurance Brokers Limited, with the
Purchaser and its Affiliates (in
accordance with the terms of the
Warranty Insurance) named as loss
payee(s) thereunder, providing insurance
cover against claims of up to L10
million
"WREN INVESTMENTS" Wren Investments Limited, further
details of which are set out in SCHEDULE
1
1.2 references to any statute or statutory provisions will, unless the
context otherwise requires, be construed as including references to any
subsequent statute or the corresponding statute or provisions of any
subsequent statute in force at any time prior to Completion directly or
indirectly amending, consolidating, extending, replacing or re-enacting
the same, and will include any orders, regulations, instruments or other
subordinate legislation made under the relevant statute or statutory
provisions which are in force prior to Completion;
1.3 references to persons will be construed so as to include bodies
corporate, unincorporated associations and partnerships;
1.4 references to a document being "in the agreed terms" will be construed as
references to that document in the form agreed and initialled by or on
behalf of the Vendors and the Purchaser;
1.5 all covenants, agreements, undertakings, indemnities and warranties on
the part of two or more persons are given or made by such persons
severally and not jointly and severally unless the contrary is expressly
stated;
1.6 references to a "customer" or "customers" shall be deemed to include a
reference to a franchisee or franchisees;
1.7 the only Warranties in relation to matters referred to in PARAGRAPH 38
of SCHEDULE 4 shall be those contained in such PARAGRAPH 38;
6
1.8 references to clauses and Schedules are to clauses of an Schedules to
this Agreement, and references to paragraphs are to paragraphs in the
Schedule in which such references appear;
1.9 the Schedules form part of this Agreement and will have the same force
and effect as if expressly set out in the body of this Agreement; and
1.10 the headings and the clauses of this Agreement and to the paragraphs
of the Schedules (save for the headings in SCHEDULES 1 and 3) will not
affect its construction.
2. SALE AND PURCHASE
2.1 Each of the Vendors will sell with full title guarantee, and the
Purchaser will buy, the number of Shares specified opposite that
Vendor's name in SCHEDULE 1.
2.2 Each of the Shares will be sold and bought free of any claim, charge,
lien, encumbrance, equity or third party right, and with all rights
attached or accruing to it including any rights to any dividends or
other distributions declared, made or paid after the execution of this
Agreement.
2.3 Each of the Vendors waives all rights of pre-emption over any of the
Shares conferred by the articles of association of the Company or
otherwise.
2.4 The Purchaser will not be obliged to complete the purchase of any of
the Shares unless the purchase of all the Shares is completed
simultaneously.
3. CONSIDERATION
3.1 The Consideration for the sale of the Shares shall be the sum of
L19,892,063 subject to adjustment pursuant to SCHEDULE 7.
3.2 The Consideration shall be applied as between the shares as follows:
3.2.1 L2,500,000 shall be paid to the Barrington House Nominees Limited
in respect of the purchase of the Cumulative Redeemable
Preference Shares (the "Preference Share Consideration"); and
3.2.2 the balance (the "Ordinary Share Consideration") shall be paid
(subject to the said adjustment):
3.2.2.1 as to L10,435,238 in respect of the purchase of the
Cumulative Redeemable participating Preferred Shares; and
3.2.2.2 as to L6,956,825 in respect of the purchase of the
Ordinary Shares in accordance with CLAUSE 3.3
3.3 The Ordinary Share Consideration shall be paid as follows:
3.3.1 by payment of cash to the Vendors at Completion of the
aggregate sum of L14,862,419 to be applied amongst the Vendors in
the amounts set opposite their respective names in column (3) of
SCHEDULE 1;
7
3.3.2 by the issue and allotment of L1,529,644 of Loan Notes to
the Vendors at Completion in the amounts set opposite their
respective names in column (4) of SCHEDULE 1:
3.3.3 by payment of L906,684 in cash to the Vendors' Solicitors
(who are hereby irrevocable instructed to pay such sum to the
Escrow Account to be established with Barclays Bank PLC, Pall
Mall Business Centre, 1 Pall Mall East, London SW1Y 5AX), such
amount to be adjusted and released from the Escrow Account and be
paid to the Vendors (subject to SCHEDULE 7) in the proportions
set opposite their respective names in column (5) of SCHEDULE 1
as determined by SCHEDULE 7.
3.3.4 by the issue and allotment of L93,316 of Further Loan Notes
to the Vendors at Completion in the amounts set opposite their
respective names in column (6) of SCHEDULE 1, such Further Loan
Notes to be cancellable pursuant to SCHEDULE 7.
3.4 The Consideration payable in cash to the Vendors on Completion or in
accordance with the provisions set out in SCHEDULES 6 AND 7 shall be
paid by way of a CHAPS transfer from a clearing bank to the client
account of the Vendors' Solicitors with Barclays Bank Plc, Pall Mall
Business Centre, 1 Pall Mall East, London SW1Y 5AX, sort code 20-65-82,
account number or by such other method as may be agreed
between the parties.
3.5 The Vendors' Solicitors are authorised to receive the Consideration
payable in cash on behalf of the Vendors and payment to them will be a
good and sufficient discharge to the Purchaser and the Purchaser will
not be further concerned as to the application of the moneys so paid.
4. WARRANTIES
4.1 Each of the Warrantors:
4.1.1 subject to the remaining provisions of this CLAUSE 4, severally
warrants to the Purchaser that, save as fairly and accurately
disclosed in the Disclosure Letter, the Warranties are true as
at the date of this Agreement;
4.1.2 undertakes to disclose to the Purchaser as soon as reasonably
practicable after becoming aware of the same (so that the
implications of the issue are readily apparent from such
knowledge) anything which comes to the notice of such Warrantor
which is a breach of any of the Warranties; and
4.1.3 undertakes that, in the event of any claim being made against
any of them whether under the Warranties or otherwise in
connection with the sale of the Shares to the Purchaser, they
will not save in the case of fraud or wilful non-disclosure in
relation to a claim against a director or an employee, make any
claim against any Group Member, or against any director or
employee of any Group Member, on which or on whom any of them
may have relied before agreeing to any term of this Agreement
or authorising any statement in the Disclosure Letter, but so
that this undertaking will not preclude any Warrantor from
claiming against any other Warrantor under
8
any right of contribution or indemnity to which such Warrantor
may be entitled.
4.2 Each of the Warranties will be construed as a separate Warranty and
will not be limited or restricted by reference to, or inference from,
the terms of any other Warranty or any other term of this Agreement.
4.3 In this Agreement, unless otherwise specified, where any Warranty
refers to the knowledge, information, belief or awareness of the
Warrantors (or similar expression), each Warrantor will be deemed to
have such knowledge, information, belief or awareness as such
Warrantor would have obtained had such Warrantor made reasonable and
careful enquiries of Andrew Stride (in relation to matters relating to
insurance and purchasing) into the subject matter of that Warranty and
the knowledge, information, belief and awareness of any one of the
Warrantors shall be imputed to the remaining Warrantors.
4.4 In this CLAUSE 4.4 and CLAUSE 4.5 "claim" means any claim which would
(disregarding the provisions of this CLAUSE 4.4) be capable of being
made against the Warrantors (or any of them) for breach of the Warranties
(save those contained in Part 3 of SCHEDULE 5) or under Parts 2 or 3
of SCHEDULE 5 at any time after the execution of this Agreement.
Notwithstanding the foregoing provisions of CLAUSE 4:
4.4.1 subject to CLAUSE 4.4.7, in the event of any liability for a
claim being established, each Warrantor shall only be liable
for such proportion of the liability as is equal to the
proportion that the Shares sold by the relevant Warrantors
(Shares sold by the Trustees being deemed to be sold by Geoff
Street for these purposes) bears to the total number of Shares
sold by all the Warrantors (Shares sold by the Trustees
being deemed to be sold by Geoff Street for these purposes),
and he shall not be liable for the proportions of the other
Warrantors;
4.4.2 the aggregate liability of each of the Warrantors (including
for these purposes any sums recovered under the Warranty
Insurance) in respect of all claims will be limited to
L10,000,000;
4.4.3 the aggregate liability of each of the Warrantors (but so as
not to include for these purposes any sums recovered under the
Warranty Insurance) in respect of all claims will be limited to
the consideration received by such Warrantor (or the Trustees
in the case of Geoff Street) pursuant to this Agreement (Shares
sold by the Trustees being deemed to be sold by Geoff Street
for these purposes);
4.4.4 save in the event of fraud or wilful non-disclosure, no
liability shall arise in respect of any individual claim for
less than L5,000 and unless and until the aggregate amount of
all such claims (taking no account of any for less than L5,000)
exceeds L50,000 in which event the Warrantors shall be liable
only for the amount by which such liability exceeds L50,000;
4.4.5 the Warrantors will have no liability in respect of any claim
to the extent that the Purchaser is compensated therefor by
virtue of being loss payee under the Warranty Insurance
Provided always that where the relevant
9
insurers under the Warranty Insurance have accepted the
obligation to make payment in relation to all parts of a
particular claim against the Warrantor and the Purchaser and
the relevant insurers have agreed as to the quantum for which
the insurers will be liable and the insurers make payment under
the Warranty Insurance for such agreed sum, the Purchaser will
not be entitled to recover any further sum in respect of such
claim from the relevant Warrantor;
4.4.6 the Warrantors will be under no liability to make any payment
in respect of any claim unless written particulars of the claim
(giving details of the specific matter in respect of which such
claim is made together with a reasonable estimate of the amount
of liability under such claim) are given to the Warrantors by
the Purchaser:
4.4.6.1 in the case of the Warranties contained in SCHEDULE 4
by 31 March 2002;
4.4.6.2 in the case of the Warranties contained in PART 3 OF
SCHEDULE 5, or under PART 2 OF SCHEDULE 5, within six
years from the end of the Group's current accounting
period;
Provided that no Warrantor shall be relieved of liability in
the event that a claim is made prior to the relevant date
referred to above in this CLAUSE 4.4.6 but is determined after
such date to be excluded from coverage under the Warranty
Insurance;
4.4.7 for the avoidance of doubt the Warrantors shall have no
liability in respect of a claim in the event that paragraph 5
of Schedule 7 applies;
4.4.8 for the avoidance of doubt any Warrantor or Warrantors in
respect of whose pro rata responsibility or liability to meet a
claim an exclusion contained within the Warranty Insurance
applies such that the whole or part of such claim against such
Warrantor is not recoverable under the Warranty Insurance shall
be liable hereunder to meet such unrecovered part of the claim;
4.4.9 for the avoidance of doubt, the Warranties shall not apply in
relation to the Final Salary Scheme to the extent that the
Purchaser would otherwise have a claim against the Warrantors
as a result of the pension deficit in the Final Salary Scheme
at the date of this Agreement;
4.4.10 in the event that all or part of a claim is excluded from
recovery under the Warranty Insurance as a result of the fraud
or dishonesty of or deliberate or dishonest withholding of
information by two or more Warrantors, such Warrantors shall be
jointly and severally liable for any such sums not so recovered.
4.5 In relation to claims:
10
4.5.1 if any potential claim shall arise by reason of a liability of
the Company which is contingent only, then the Warrantors shall
not be under any obligation to make any payment in respect of
such claim until such time as the contingent liability ceases
to be contingent and becomes actual, provided always that the
provisions of clause 4.4.6 shall not prejudice any rights of
the Purchaser if the claim in relation to the liability at such
time as it remains contingent was made within the relevant time
period referred to therein;
4.5.2 no liability shall arise to the Warrantors and the Purchaser
shall not have any claim whatsoever against the Warrantors in
respect of any breach of any of the Warranties:
4.5.2.1 if and to the extent that such breach or claim occurs
or is increased as a result of any legislation not in
force at the date of this Agreement which takes effect
retrospectively or occurs as a result of any increase
in the rates of taxation in force at the date hereof
or occurs as a consequence of a change in the
interpretation of the law after the date hereof in any
jurisdiction inside and/or outside the United Kingdom;
4.5.2.2 if and to the extent that such breach or claim would
not have arisen but for any voluntary act, omission,
transaction or arrangement after completion by the
Purchaser, the Company or any subsidiary or holding
company (as those expressions are defined in section
736 of the Companies Act 1985) of the Purchaser
otherwise than where the Purchaser, Company or any
such subsidiary or holding company has been acting
reasonably in the ordinary course of business of the
Company as presently carried on;
4.5.2.3 where the Purchaser or the Company is entitled to
recover from some other person (other than under the
Warranty Insurance) any sum in respect of any matter
or event which could give or has given rise to a
claim, the person so entitled shall, subject to being
indemnified by the Warrantors against any costs that
such person shall reasonably incur, use reasonable
endeavours to recover that sum (and shall, subject as
aforesaid, take such actions to do so as reasonably
requested by the Warrantors provided always that the
Purchaser or the Company shall not be so required to
do so if such action is reasonably likely to prejudice
materially the goodwill of the business of the Group
taken as a whole) but shall not be obliged to do so
before making a claim, and any sum recovered will
reduce the amount of the claim (and, in the event of
the recovery being delayed until after the claim has
been satisfied by the Warrantors, shall be paid to the
Warrantors, after deduction of all reasonable costs
and expenses of the recovery) to the extent not
already indemnified (so that payment in respect
thereof has been received) by the Warrantors;
11
4.5.2.4 to the extent that specific provision or reserve in
respect thereof has been made in the Accounts
(as defined in SCHEDULE 4);
4.5.2.5 if and to the extent that such liability arises as a
result of changes (effected by the Purchaser or the
Company after Completion) in the accounting bases or
taxation policy upon which the Company or the Purchaser
value their respective assets or liabilities; and
4.5.2.6 in respect of any claim under PART 3 OF SCHEDULE 5,
to the extent the provisions of paragraph 4 (other than
paragraph 4.1.1.2) of SCHEDULE 5 apply.
4.6 The Purchaser shall not be entitled to recover damages in respect of
any claim for breach of the Warranties or in respect of any claim under
the provisions of PART 2 OF SCHEDULE 5 or otherwise obtain reimbursement
or restitution more than once to the extent and in respect of the same
damage suffered.
4.7 For the avoidance of doubt nothing in this CLAUSE 4 shall in any way
restrict or limit the general obligation at law of the Purchaser to
mitigate any loss or damage which it may suffer in consequence of any
breach by the Warrantors of the terms of this Agreement.
4.8 The Purchaser confirms:
4.8.1 that it has not relied on any warranty, convenant or undertaking
of the Warrantors or any other person, save for any warranty,
convenant or undertaking expressly set out or referred to in this
Agreement or the Disclosure Letter nor has it relied on any
representation of the Warrantors or any other party, provided
that nothing in this clause shall exclude the liability of any
parties for fraudulent misrepresentation or wilful concealment;
and
4.8.2 that, accordingly, it waives any right to damages or any other
remedy for any warranty, convenant or undertaking of the
Warrantors or any other party to this Agreement not expressly
set out or referred to in this Agreement or the Disclosure
Letter or any representation of the Warrantors or any other
such party unless such warranty, covenant, undertaking or
representation was made fraudulently or by way of wilful
concealment.
4.9 No breach or breaches of any of the Warranties or the provisions of
PART 2 OF SCHEDULE 5 shall give rise to any right of the Purchaser to
rescind or terminate this Agreement following Completion or render the
Warrantors liable for any consequential loss.
4.10 Any amount paid by the Warrantors in respect of any breach of any of
the Warranties or under the provisions of PART 2 OF SCHEDULE 5 shall be
treated as a reduction in the Consideration.
4.11 For the avoidance of doubt, the Warrantors shall not be entitled to
make any agreement with the insurers as to the quantum of liability
under a claim without the Purchaser's consent. If any payment is due to
be made by the Warrantors in respect
12
of any claim make under the Warranties or under the provisions of PART 2
OF SCHEDULE 5 but the insurers under the Warranty Insurance have disputed
their liability to make a payment under the Warranty Insurance, no
payment shall be due in respect of that liability by the Warrantors until
any dispute in relation to the liability of the insurers to make a
payment under the Warranty Insurance has been finally resolved, provided
always that the provisions of CLAUSE 4.4.6 shall not prejudice any right
of the Purchaser if the initial claim in respect of which such dispute
has arisen was made within the relevant time period referred to therein.
The Purchaser shall seek to recover under the Warranty Insurance in
respect of any claim (and shall pursue all rights thereunder) before
taking any action to recover sums in respect thereof from any
individual Warrantor.
4.12 With respect to any amount which the Purchaser may claim against the
Warrantors on account of a breach or alleged breach of any of the
Warranties or other claim under this Agreement, the Purchaser shall
not, subject to the following provision of this subclause 4.12, be
entitled to set off the same against any payment due under any of the
Loan Notes or Further Loan Notes. If, however, any payment is due from
a Warrantor to the Purchaser howsoever incurred under this CLAUSE 4,
which is not recovered under the Warranty Insurance, in the event that
payment is not made by such Warrantor in full within 56 days of due
payment by such Warrantor being determined, the Purchaser shall be
entitled to set off (by notice in writing to the relevant Warrantor)
the payment so due against the capital and accrued interest under any
Loan Notes or Further Loan Notes then registered in the name of such
Warrantor (or any transferee of Loan Notes or Further Loan Notes issued
to such Warrantor at Completion (a "transferee")) up to a maximum
amount of the amount outstanding to such Warrantor (or such transferee)
under his (or his transferee's) Loan Notes and Further Loan Notes. In
the event of any sum being so set off, the Loan Notes or Further Loan
Notes in question shall be cancelled to the extent of the claim against
the holder(s) (or original holder) thereof. At any time during such
period of 56 days (and thereafter for so long as the sum remains unpaid
and the Loan Notes or Further Loan Notes, as the case may be, have not
been so cancelled), the Purchaser shall be entitled to serve a written
notice (a "Holding Notice") on the Warrantor (with a copy sent to
National Westminster Bank PLC) in respect of an equal amount of the
Loan Notes and/or Further Loan Notes held by or originally issued to
the Warrantor in respect of which it would (in the event of
non-payment) be entitled to set off such claim as described above. No
redemption of such Loan Notes and/or Further Loan Notes (or payment of
interest thereon) shall be made by a Warrantor following service of a
Holding Notice until the payment of such claim in full. In the event of
any service of a notice upon a Warrantor under this CLAUSE 4.12, a copy
of such notice shall also be served upon any relevant transferee. For
the purposes of this CLAUSE 4.12, the relevant notice must be served on
the Warrantor himself and accordingly the provisions of CLAUSE 10.3.2
shall not apply thereto. Such Holding Notice shall apply until the
earlier of the date of settlement of the relevant sum outstanding and
the date that the relevant Loan Notes and/or Further Loan Notes are
cancelled in satisfaction of the liability.
4.13 Notwithstanding any other provision of CLAUSES 4.4.1 TO 4.4.7 (inclusive)
of this Agreement, the provisions of CLAUSE 4.4 shall not apply to
exclude or limit the liability of one of the Vendors to the extent that
any claim arises by reason of any fraud or dishonest or wilful
misstatement or omission by or on behalf of that Vendor.
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5. CAPACITY AND SHARES
5.1 Each party severally warrants to each other party that it has full
power and authority to enter into and perform this Agreement (and any
other agreement or arrangement required to be entered into by it in
connection with this Agreement) and that the execution, delivery and
performance by it of this Agreement and each such other agreement and
arrangement will not:
5.1.1 result in a breach of, or constitute a default under, any
agreement or arrangement to which it is a party or by which it
is bound; or
5.1.2 result in a breach of any order, judgement or decree of any
court, governmental agency or regulatory body to which it is a
party or by which it is bound.
5.2 Each of the Warrantors severally warrants to the Purchaser that:
5.2.1 the number of Shares set opposite his own name in column (2) of
SCHEDULE 1 are legally and beneficially owned by him and are
free from all liens, charges and encumbrances or interests in
favour of or claims made by any other person and such Shares
are fully paid, have been properly and validly allotted and,
together with the Shares set opposite the names of the other
Vendors in column (2) of SCHEDULE 1, represent the entire
allotted and issued share capital of the Company;
5.2.2 other than this Agreement, there is no agreement, arrangement
or obligation requiring the creation, allotment, issue, sale,
transfer, redemption or repayment of, or the grant to a person
of the right (conditional or not) to require the allotment,
issue, sale, transfer, redemption or repayment of, any share
in the capital of the Company or any other Group Member
(including an option or right of pre-emption or conversion);
5.2.3 save as disclosed in the Disclosure Letter and in respect of
accrued salaries and any contract of employment, no
indebtedness (actual or contingent) is outstanding and no
contract or arrangement exists between any Group Member and
such Warrantor (or any person connected with such Warrantor);
and
5.2.4 save as disclosed in the Disclosure Letter and in respect of
accrued salaries and any contract of employment, such Warrantor
is not entitled to any claim of any nature against any Group
Member or any of their respective officers, employees, agents,
advisers, customers or suppliers and he has not assigned to any
third party the benefit of any such claim to which he was
previously entitled.
5.3 Each of the Warrantors warrants to the Purchaser that, save as
disclosed in the Disclosure Letter, neither he, nor so far as he is
aware, any person connected with him has any interest, direct or indirect,
in any business which competes with any business now carried on by any
Group Member.
14
5.4 The Purchaser warrants to the Vendors that the Loan Notes and Further
Loan Notes will be allotted and issued credited as fully paid free from
all liens, charges, encumbrances, equities and claims whatsoever and
ranking pari passu in all respects inter se respectively.
5.5 Each of Barrington House Nominees Limited and Mrs Street severally
warrants to the Purchaser that:
5.5.1 the number of Shares set opposite its own name in column (2) of
SCHEDULE 1 are legally owned by it or her and that they have
all authorities and powers necessary to and hereby sell all
such shares free from all liens, charges and encumbrances or
interests in favour of or claims made by any other person; and
5.5.2 it or she is not entitled to any claim of any nature against
any Group Member or any of their respective officers and it or
she has not assigned to any third party the benefit of any such
claim to which it was previously entitled.
5.6 The Trustees hereby warrant to the Purchaser that:
5.6.1 the number of B Ordinary Shares set opposite their name in
column (2) of SCHEDULE 1 are legally owned by them in their
capacity as trustees of the Street Family Settlement and that
they have all authorities and powers necessary to and hereby
sell all such B Ordinary Shares free from all liens, charges and
encumbrances or interests in favour of or claims made by any
other person; and
5.6.2 they are not entitled to any claim of any nature against any
Group Member or any of their respective officers and they have
not assigned to any third party the benefit of any such claim
to which they were previously entitled.
6. RESTRICTIVE COVENANTS
6.1 For the purpose of assuring to the Purchaser the full benefit of each
Group Member and in consideration for the Purchaser agreeing to buy the
Shares on the terms of this Agreement, each of the Warrantors undertakes
to the Purchaser that (save as may be required to carry out his
duties under any service or consultancy agreement with the Purchaser,
the Company or any Group Member) such Warrantor will not, without the
prior written consent of the Purchaser, whether directly or indirectly
and whether alone or in conjunction with, or on behalf of, any other
person and whether as principal, shareholder, director, employee,
agent, consultant, partner or otherwise:
6.1.1 subject to the proviso to this CLAUSE 6.1, for a period of five
years immediately following Completion in the United Kingdom,
canvass, solicit or approach, or cause to be canvassed,
solicited or approached, for orders any person who at any time
during the twelve months immediately preceding the date of
Completion is or was:
6.1.1.1 negotiating with any Group Member for the supply by
any Group Member of goods or services; or
15
6.1.1.2 a client or customer of any Group Member; or
6.1.1.3 in the habit of dealing with any Group Member,
6.1.1.4 where the orders relate to a Restricted Business.
6.1.2 subject to the proviso to this CLAUSE 6.1, for a period of five
years immediately following Completion, deal or contract, in the
United Kingdom, with any person who at any time during the twelve
months immediately preceding the date of Completion is or was:
6.1.2.1 negotiating with any Group Member for the supply by
any Group Member of goods or services; or
6.1.2.2 a client or customer of any Group Member; or
6.1.2.3 in the habit of dealing with any Group Member,
where the dealing or contracting relates to a Restricted
Business;
6.1.3 for a period of five years immediately following Completion,
interfere, or seek to interfere, with the continuance of
supplies to any Group Member from any supplier who is a current
supplier of goods and/or services to that Group Member if such
interference causes or would cause that supplier to cease
supplying, or materially reduce its supply of, those goods and/or
services;
6.1.4 for a period of five years immediately following Completion,
solicit or entice, or endeavour to solicit or entice, away from
any Group Member, or employ, any person employed in a
managerial, supervisory, technical or sales capacity by, or who
is or was a consultant to, or a franchisee of any Group Member
at Completion;
6.1.5 within the United Kingdom for a period of five years
immediately following Completion, be engaged, concerned or
interested in, or provide technical, commercial or professional
advice to, any Restricted Business provided that this
restriction does not apply to prevent any of the Warrantors
from holding shares or other securities in any company which
are quoted,listed or otherwise dealt in on a recognised stock
exchange or other securities market and which confer not more
than 3 per cent of the votes which could be cast at a general
meeting of such company; or
6.1.6 use in connection with any business any name which includes the
name of any Group Member or any colourable imitation of it;
Provided always that, in the case of Geoffrey Street and Nicholas
Miller, a Restricted Business shall be constituted by (i) a business
involving pizza delivery (a "Delivery Business") or (ii) one involving
dealings with pizzas on a dine-in and/or take-away basis where such
activities account for more than 20 per cent of the aggregate food and
beverage turnover of the relevant business (a "Dine-In or Takeaway
Business") and Provided further that the references in CLAUSES
6.1.1, 6.1.2 AND 6.1.5 to five years
16
shall be deemed, in the case of Geoffrey Street and Nicholas Miller, to
be references to 4 years in respect of a Delivery Business and 2 years
in respect of a Dine-In or Takeaway Business.
6.2 Each of the Warrantors acknowledges that such Warrantor has information
in respect of the business and financing of Group Members and their
dealings, transactions, affairs, plans and proposals, all of which
information is, or may be, secret or confidential and important to such
Group Members. In this CLAUSE 6 such information is called "Confidential
Information" and includes, without limitation, confidential or secret
information relating to each Group Member's trade secrets, know-how,
ideas, business methods, finances, prices, business plans, marketing
plans, development plan, manpower plans, sales targets, sales
statistics, customer lists, customer relationships, computer systems and
computer software. Each of the Warrantors further acknowledges that the
disclosure of Confidential Information (whether directly or indirectly)
to actual or potential competitors of a Group Member would place that
Group Member at a competitive disadvantage and would do damage (whether
financial or otherwise) to its business. Each of the Warrantors
accordingly agrees to enter into the restrictions contained in CLAUSE 6.3.
6.3 Each of the Warrantors undertakes that (save as may be required to carry
out his duties under any service or consultancy agreement with the
Purchaser, the Company or any Group Member) such Warrantor will not at
any time after Completion:
6.3.1 disclose to any person except to those authorised by the relevant
Group Member to know;
6.3.2 use for the Warrantor's own purposes or for any purposes other
than those of the relevant Group Member; or
6.3.3 through any failure to exercise all due care and diligence cause
any unauthorised disclosure of,
any Confidential Information of a Group Member, provided that these
restrictions on each Warrantor will cease to apply to information which
(otherwise than through the default of such Warrantor) becomes available
to the public generally.
6.4 The parties agree that each of the undertakings set out in this CLAUSE
6 is separate and severable and enforceable accordingly and if any one
or more of such undertakings or part of an undertaking is held to be
against the public interest or unlawful or in any way an unreasonable
restraint of trade, the remaining undertakings or remaining part of the
undertakings will continue in full force and effect and will bind each
of the Warrantors.
7. COMPLETION
The sale and purchase of the Shares will be completed at the offices of
the Vendors' Solicitors immediately after the execution of this
Agreement when:
7.1 the Vendors will produce and deliver to the Purchaser:
7.1.1 duly executed transfers of the Shares in favour of the Purchaser
together with all relevant share certificates (or in the case of
any lost certificate an
17
indemnity reasonably satisfactory to the Purchaser in relation to it)
and together also with such waivers and consents as the Purchaser may
reasonably require to enable the Purchaser and its nominee(s) to be
registered as the holders of the Shares;
7.1.2 transfers of or declarations of trust over all shares in any Group
Member not held in the name of the Company or another Group Member
duly executed in favour of the Purchaser (or as it will direct)
together with share certificates in respect of all the issued shares
of each Group Member other than the Company (or in the case of any
lost certificate an indemnity satisfactory to the Purchaser in
relation to it);
7.1.3 written resignations from Mr Paul Marson-Smith, Mr Geoffrey Street and
Mr Nicholas Miller as directors of each Group Member to which they
have been appointed as directors, such resignations being in the
agreed terms;
7.1.4 the certificate of incorporation, any certificate(s) of incorporation
on change of name, the common seal and the statutory books and
registers (all entered up to date) of each Group Member;
7.1.5 evidence reasonably satisfactory to the Purchaser that any additional
or deferred consideration due by the Company under the Scott's
Acquisition Agreement has been paid in full;
7.1.6 all cheque books in current use of each Group Member;
7.1.7 bank statements in respect of each account of each Group Member as at
the close of business on the day being 2 Business Days prior to
Completion, together with a statement of outstanding cheques as at that
date and drawn since that date but prior to Completion prepared by the
Warrantors to show the position at Completion (listing unpresented
cheques drawn or received by the relevant Group Member and standing
orders payable since the date of such bank statements);
7.1.8 all mortgages or charges over the Shares or the assets (including in
respect of assignments of keyman policies) of any Group Member (or any
of them) duly vacated or (if the mortgages or charges also relate to
other property) duly executed releases of the Shares or the assets
of any Group Member (or any of them) from such mortgages or charges
together with letters of non-crystallisation in relation to such
charges, in each case in the agreed terms;
7.1.9 (on the part of Mr Geoffrey Street and Mr Nicholas Miller) property
(if any) of each Group Member which is in the possession or under
their control other than board papers issued to them in their capacity
as directors of the Company (but subject always to CLAUSE 6.2);
7.1.10 a deed of release, executed by all parties thereto of all obligations
under the investment agreement entered into between, inter alia,
certain of the Warrantors and the Company on 7 July 1997;
18
7.2 each Vendor will repay, and will procure that any spouse or child of
such Vendor or any company ("controlled company") of which such Vendor
(and/or any such spouse or child) has control (as defined in section
840 Income and Corporation Taxes Act 1988) will repay, all amounts
owed by him, her or it to any Group Member, whether due for payment or
not;
7.3 the Vendors will procure that duly convened meetings are held at which:
7.3.1 the transfers referred to in CLAUSE 7.1 (subject to stamping if
not previously effected) are approved for registration in the
books of the relevant Group Members;
7.3.2 persons nominated by the Purchaser are appointed as additional
directors of specified Group Members (subject to any maximum
number of directors imposed by the relevant articles of
association), and any person nominated by the Purchaser is
appointed as secretary of specified Group Members; and
7.3.3 the variation letters referred to in CLAUSE 7.4 are approved;
7.4 the Vendors will procure that Anthony Sherriff, Christopher Dyson and
Alan Cotterill and the Company enter into variation letters in the
agreed terms in respect of their terms of employment with the Company
and Anthony Sherriff shall execute the stock option agreement referred
to in CLAUSE 7.8;
7.5 the Purchaser will pay in accordance with CLAUSE 3 that part of the
Consideration which is payable to the Vendors on Completion and as
regards the Retention Fund the Purchaser and the Vendors shall take
all such steps and give all such written instructions as are necessary
or desirable to give effect to CLAUSE 3.3.3 and the provisions of
SCHEDULE 6;
7.6 the Purchaser will allot and issue the Loan Notes, deliver to the
relevant Vendors certificates for their respective entitlements of
Loan Notes and enter their names in the register of holders of the
Loan Notes and deliver a certified copy of the Loan Note Instrument,
the Loan Note Guarantee and the board resolution approving the
adoption of the Loan Note Instrument and the guarantee of and the
creation of the Loan Notes;
7.7 the Purchaser will allot and issue the Further Loan Notes and will
deliver to the relevant Vendors certificates for their respective
entitlements of Further Loan Notes and will enter their names in the
register of holders of the Further Loan Notes and deliver a certified
copy of the Further Loan Notes Instrument, and the relevant board
resolution;
7.8 the Purchaser shall deliver (and if not on Completion within 10 days
of Completion) the stock option agreement in the agreed terms duly
executed by the Guarantor granting to Anthony Sherriff options over
25,000 common stock of par value US$0.01 in the capital of the
Guarantor; and
7.9 the Purchaser shall make the Cash Collateral Deposit.
19
8 GUARANTEE
In consideration of the Vendors agreeing to enter into this Agreement
with the Purchaser, the Guarantor as primary obligor guarantees (and
is executing the Agreement solely to provide such guarantee) the due
performance of the Purchaser's obligations under this Agreement and
undertakes with the Vendors that:
8.1 if the Purchaser shall in any respect fail to implement any of its
obligations hereunder or commit any breach of such obligations then
the Guarantor will on demand effect such acts on behalf of the
Purchaser in order to rectify such breach of the obligations and shall
pay to the Vendors all monies due but not paid by the Purchaser; and
8.2 although as between the Purchaser and the Guarantor the Guarantor is a
guarantor only, as between the Guarantor and the Vendors (and each of
them) the Guarantor shall be deemed to be a principal obligor and not
just a surety and accordingly shall not be released or discharged, nor
shall its liability hereunder be prejudiced, by any forbearance or
indulgence shown by the Vendors or any of them to the Purchaser
whether as to payment, time, performance or otherwise any variation of
the terms of this Agreement, any other agreement entered into by the
Purchaser to which it is not a party, the Purchaser becoming insolvent,
the enforceability or invalidity of the Purchaser's obligations
under this Agreement, or (without limitation) any other thing except
an express release or variation in writing from the Vendors of the
Guarantor's liability.
9. ANNOUNCEMENTS AND COSTS
9.1 After Completion no announcement concerning the transactions
contemplated by this Agreement or any matter ancillary to it and no
disclosure of the terms of this Agreement will (save as required by law
or the regulations of the NASDAQ Stock Exchange or any other competent
regulatory body) be made by the parties except with the prior written
approval of the other parties, being the approval of Tony Sherriff
and Chris Dyson (in each case for so long as he continues to be
employed by a Group Member) in respect and on behalf of the Vendors,
in each case such consent not to be unreasonably withheld or delayed,
it being noted that if any such announcement does not prejudice the
interests of the Vendors the same should be permitted as aforesaid.
9.2 Each party to this Agreement will bear such party's own costs and
expenses relating to the preparation and completion of this Agreement,
except where otherwise expressly stated or as agreed betweeen the
parties.
10. NOTICES
10.1 Any demand, notice or other communication given or made under or in
connection with this Agreement will be in writing.
10.2 Any such demand, notice or other communication will, if otherwise
given or made in accordance with this CLAUSE 10, be deemed to have
been duly given or made as follows:
10.2.1 if sent by recorded delivery post, or the relevant record date
after the date of posting; or
20
10.2.2 if delivered by hand, upon delivery at the address provided for
in this CLAUSE 10; or
10.2.3 if sent by facsimile, on the day of transmission provided that
a confirmatory copy is, on the same Business Day that the
facsimile is transmitted, sent by pre-paid first class post in
the manner provided for in this CLAUSE 10,
provided however that, if it is delivered by hand or sent by facsimile
on a day which is not a Business Day or after 4pm on a Business Day, it
will instead be deemed to have been given or made on the next
Business Day.
10.3 Any such demand, notice or other communication will, in the case of
service by post or delivery by hand, be addressed (subject as
provided in this CLAUSE 10) to the recipient at the recipient's
address stated in this Agreement or at such other address within the
United Kingdom as may from time to time be notified in writing by the
recipient to the sender as being the recipient's address for
service, provided that:
10.3.1 in the case of a company it may instead (at the option of the
sender) be addressed to its registered office for the time being;
and
10.3.2 if given or made to any one of the Warrantors with a copy to
the Vendors' Solicitors (ref: PTIN/S1586(1)) and to the Company
Secretary, Gresham Trust p.l.c., One South Place, London EC2M
2GT, it will be treated as validly given or made to all of the
Vendors.
10.4 Any such demand, notice or other communication will, in the case of
service by facsimile, be sent to the recipient or to any person
service on whom (in accordance with the foregoing provisions of this
CLAUSE 10) is deemed to be service on the recipient, using a facsimile
number then used by the recipient or (as the case may be) such other
person at an address which (in accordance with such provisions) could
have been used for service by post.
10.5 The Guarantor irrevocably appoints the Purchaser's Solicitors (ref:
MTI/FVS) as its agent to accept, on its behalf, service of proceedings
issued out of the English courts in any proceedings arising out of
this Agreement. Failure by the agent to notify the Guarantor of
service shall not affect the validity of service or a judgement based
on it.
10.6 If the agent appointed under CLAUSE 10.5 ceases to be able to act as
agent or to have an address in England, the Guarantor will appoint a
substitute agent acceptable to the Vendors. If the Guarantor fails to
appoint a substitute agent within 28 days of the agent ceasing to be
able to act, the Vendors may serve proceedings on the Guarantor by
written notice to the registered office of the Company.
11. GENERAL
11.1 This Agreement will be binding on and will enure for the benefit of
each party's successors, assigns and personal representatives (as the
case may be).
11.2 Except insofar as the same have been fully performed at Completion,
each of the agreements, covenants, obligations, warranties,
indemnities and undertakings contained in this Agreement will continue
in full force and effect notwithstanding Completion.
21
11.3 The parties agree that they will do all such acts and things and
execute all such documents as may be required on or subsequent to
Completion to vest in the Purchaser legal and beneficial ownership of
the Shares in accordance with this Agreement and otherwise to give
effect to its terms.
11.4 Failure or delay by any party in exercising any right or remedy under
this Agreement will not in any circumstances operate as a waiver of
it, nor will any single or partial exercise of any right or remedy in
any circumstances preclude any other or further exercise of it or the
exercise of any other right or remedy.
11.5 Any waiver of any breach of, or any default under, any of the terms of
this Agreement will not be deemed a waiver of any subsequent breach or
default and will in no way affect the other terms of this Agreement.
In the event that more than one Warrantor is liable hereunder in
relation to a particular matter, the Purchaser shall take all such
steps as are reasonably available to it to recover any sums so due by
each of such Warrantors and not from one or some only of such
Warrantors.
11.6 The rights and remedies expressly provided for by this Agreement
will not exclude any rights or remedies provided by law.
11.7 This Agreement may be executed in any number of counterparts, and by
the parties on separate counterparts, each of which so executed and
delivered will be an original, but all the counterparts will together
constitute one and the same agreement.
11.8 The Purchaser shall be entitled to assign the benefit of any right or
entitlement under the Warranties or Schedule 5 to any Affiliate (for
so long as the Affiliate in question continues to constitute an
Affiliate) but otherwise shall not be entitled to so assign the same.
11.9 The formation, existence, construction, performance, validity and all
aspects whatsover of this Agreement or of any term of this Agreement
shall be governed by English law. The English Courts shall have
exclusive jurisdiction to settle any disputes which may arise out of
or in connection with this Agreement.
Note: The schedules referred to in this agreement have been excluded from
this filing.
22
SIGNED by )
MARTIN CLAYTON ) /s/ Anthony C. Sherriff (As Attorney)
in the presence of: )
Witness signature: /s/ Eliot Kate
Name: ELIOT KATE
Address: Berwin Leighton, Adelaide House, London EC4
Occupation: TRAINEE SOLICITOR
SIGNED by )
ALAN COTTERILL ) /s/ Anthony C. Sherriff (As Attorney)
in the presence of: )
Witness signature: /s/ Eliot Kate
Name: ELIOT KATE
Address: Berwin Leighton, Adelaide House, London EC4
Occupation: TRAINEE SOLICITOR
SIGNED by )
NICHOLAS MILLER ) /s/ Nicholas Miller
in the presence of: )
Witness signature: /s/ Eliot Kate
Name: ELIOT KATE
Address: Berwin Leighton, Adelaide House, London EC4
Occupation: TRAINEE SOLICITOR
23
SIGNED by )
ANTHONY SHERRIFF ) /s/ Anthony C. Sherriff
in the presence of: )
Witness signature: /s/ Eliot Kate
Name: ELIOT KATE
Address: Berwin Leighton, Adelaide House, London EC4
Occupation: TRAINEE SOLICITOR
24
SIGNED by )
GEOFFREY STREET ) /s/ Geoffrey G. Street
in the presence of: )
Witness signature: /s/ Eliot Kate
Name: ELIOT KATE
Address: Berwin Leighton, Adelaide House, London EC4
Occupation: TRAINEE SOLICITOR
25
SIGNED by )
RENEE STREET ) /s/ Geoffrey G. Street (As Attorney)
in the presence of: )
Witness signature: /s/ Eliot Kate
Name: ELIOT KATE
Address: Berwin Leighton, Adelaide House, London EC4
Occupation: TRAINEE SOLICITOR
SIGNED by )
GORDON MCINTYRE ) /s/ Anthony C. Sherriff (As Attorney)
in the presence of: )
Witness signature: /s/ Eliot Kate
Name: ELIOT KATE
Address: Berwin Leighton, Adelaide House, London EC4
Occupation: TRAINEE SOLICITOR
SIGNED by GEOFFREY STREET )
AND RENEE STREET AS ) /s/ Nicholas Miller (As Attorney)
TRUSTEES OF STREET FAMILY ) /s/ Geoffrey G. Street
SETTLEMENT )
in the presence of: )
Witness signature: /s/ Eliot Kate
Name: ELIOT KATE
Address: Berwin Leighton, Adelaide House, London EC4
Occupation: TRAINEE SOLICITOR
26
SIGNED by )
PETER SAUNDERS ) /s/ Anthony C. Sherriff (As Attorney)
in the presence of: )
Witness signature: /s/ Eliot Kate
Name: ELIOT KATE
Address: Berwin Leighton, Adelaide House, London EC4
Occupation: TRAINEE SOLICITOR
27
SIGNED by )
CHRISTOPHER DYSON ) /s/ Christopher C. Dyson
in the presence of: )
Witness signature: /s/ Eliot Kate
Name: ELIOT KATE
Address: Berwin Leighton, Adelaide House, London EC4
Occupation: TRAINEE SOLICITOR
SIGNED by CHARLES SCHNATTER )
duly authorised to sign for )
and on behalf of )
PAPA JOHN'S (UK) LIMITED ) /s/ Charles W. Schnatter (As Attorney)
in the presence of: )
Witness signature: /s/ Eliot Kate
Name: ELIOT KATE
Address: Berwin Leighton, Adelaide House, London EC4
Occupation: TRAINEE SOLICITOR
28
SIGNED by )
duly authorised to sign for )
and on behalf of nn )
BARRINGTON HOUSE NOMINEES ) /s/ James Barbour Smith
LIMITED )
in the presence of: )
Witness signature: /s/ Eliot Kate
Name: ELIOT KATE
Address: Berwin Leighton, Adelaide House, London EC4
Occupation: TRAINEE SOLICITOR
SIGNED by CHARLES SCHNATTER )
duly authorised to sign for )
and on behalf of )
PAPA JOHN'S INTERNATIONAL, INC. ) /s/ Charles W. Schnatter (As Attorney)
in the presence of: )
Witness signature: /s/ Eliot kate
Name: ELIOT KATE
Address: Berwin Leighton, Adelaide House, London EC4
Occupation: TRAINEE SOLICITOR
29