Business Brokerage Agreement

1.1 "Business" means the business, company, shares, assets, goodwill, intellectual property, brand, undertaking or other sale opportunity described in Schedule 1, but excludes anything expressly identified there as excluded. 1.2 "Buyer" means any individual, company, partnership, fund, trust or other person that acquires, agrees to acquire, invests in or obtains ownership or control of all or any material part of the Business. 1.3 "Completion" means legal completion of a Transaction, whether completion occurs in one step or in a series of related steps. 1.4 "Excluded Buyer" means a person expressly named as such in Schedule 1 before this Agreement is signed and accepted by the Broker. 1.5 "Information Memorandum" means any sale memorandum, profile, teaser, listing or other marketing material prepared or issued by the Broker concerning the Business. 1.6 "Initial Marketing Period" means the first 90 days beginning on the Commencement Date. 1.7 "Protected Buyer" means a person whom, during the term of this Agreement, the Broker: (a) first introduced to the Business; or (b) engaged in substantive discussions or negotiations with concerning a possible Transaction, and whose name is included in the Protected Buyer List supplied under clause 12. 1.8 "Protection Period" means 12 months beginning on the date this Agreement terminates or expires. 1.9 "Sale" or "Transaction" means any transaction or connected series of transactions by which a Buyer acquires or obtains an economic interest in, ownership of or control over all or a material part of the Business. It includes an asset sale, share sale, transfer of intellectual property or goodwill, licence with an acquisition element, merger, investment, joint venture, partnership, management buy-out or other substantially similar arrangement. 1.10 "Total Consideration" means the total value given or payable in connection with a Transaction, whether in cash or otherwise, including completion payments, deposits released to the Seller, assumed liabilities, shares or securities, property, vendor finance, loan notes, deferred payments, earn-outs and contingent payments. VAT chargeable on the sale price itself is excluded. 1.11 "Success Fee" means the greater of: (a) 5% of the Total Consideration; or (b) £1,500, plus VAT at the applicable rate. 1.12 "Working Day" means a day other than Saturday, Sunday or a public holiday in England.

2.1 The Seller appoints the Broker as its sole agent to market the Business and seek a Buyer on the terms of this Agreement. 2.2 The appointment covers the Business and the Transaction described in Schedule 1. A Transaction may be structured as an asset sale, share sale or another form agreed between the Seller and Buyer without requiring a separate brokerage agreement, provided the commercial subject matter is the Business described in Schedule 1. 2.3 The Broker may market the Business, communicate with prospective Buyers, arrange meetings and inspections, and assist with negotiations and heads of terms. The Broker has no authority to bind the Seller to a Transaction or to give warranties on the Seller's behalf. 2.4 The Broker acts for the Seller in relation to marketing and negotiation. The Seller and each Buyer remain responsible for obtaining their own legal, tax, accounting and financial advice and carrying out their own due diligence.

3.1 The appointment is exclusive throughout the Initial Marketing Period. After that period it continues as a rolling sole agency unless and until terminated in accordance with clause 17. 3.2 While this Agreement is in force, the Seller must not, without the Broker's prior written consent: (a) appoint or instruct another broker, agent, finder or intermediary in relation to the Business; (b) advertise or permit the Business to be advertised for sale by another person or on another platform; or (c) negotiate a Transaction outside the Broker's involvement. 3.3 The Seller must promptly refer to the Broker every direct or third-party approach concerning a possible Transaction, including an approach made by another broker on behalf of an undisclosed buyer. 3.4 If a Transaction is agreed or completes while this Agreement is in force, the Success Fee is payable whether the Buyer was introduced by the Broker, approached the Seller directly or was introduced by another person, except where the Buyer is an Excluded Buyer. 3.5 No Success Fee is payable on a Transaction with an Excluded Buyer unless the Seller asks the Broker to become involved in that Transaction or the parties agree otherwise in writing.

4.1 This Agreement begins on the Commencement Date and cannot be terminated for convenience during the Initial Marketing Period. 4.2 At the end of the Initial Marketing Period it continues automatically on the same terms until either party terminates it by giving at least 30 days' written notice under clause 17.

5.1 The Broker will use reasonable endeavours to: (a) prepare appropriate marketing material using information supplied or approved by the Seller; (b) advertise the Business on platforms selected by the Broker; (c) manage and qualify enquiries; (d) obtain confidentiality undertakings before releasing confidential information where reasonably appropriate; (e) coordinate meetings, calls, viewings or inspections; and (f) assist with negotiations and heads of terms. 5.2 The Broker does not guarantee that a Buyer will be found, that any indicative price will be achieved or that a Transaction will complete. 5.3 The Broker may decide the timing, wording, placement and reasonable method of marketing after consulting the Seller, and may withdraw or suspend material that it reasonably believes is inaccurate, unlawful or misleading.

6.1 The Seller must: (a) provide complete, accurate and up-to-date information promptly; (b) disclose all material matters affecting ownership, value, trading, liabilities or saleability; (c) verify and approve marketing material without unreasonable delay; (d) cooperate with reasonable requests; (e) keep the Broker informed of all approaches, offers, negotiations and Transaction progress; and (f) provide copies of any agreed heads of terms and final transaction documents reasonably required to calculate the Success Fee. 6.2 The Seller warrants that it is authorised to enter into this Agreement and to market the Business, and that material supplied to the Broker may lawfully be used for that purpose. 6.3 The Seller must not make a false or misleading statement to the Broker or a prospective Buyer, conceal a material fact, or take any action intended to frustrate the Broker's work or avoid the Success Fee. 6.4 The Seller remains responsible for the Business, its operation and all decisions concerning whether and on what terms to proceed with a Transaction.

7.1 The asking price or pricing basis is stated in Schedule 1 or otherwise agreed in writing. It is a marketing instruction only and does not oblige the Seller to accept an offer. 7.2 The Seller may change the asking price by written instruction. A change does not affect the Success Fee percentage or any accrued rights. 7.3 The Seller authorises the Broker to use information, text, photographs, plans, logos, financial summaries and other material supplied or approved by the Seller for the marketing campaign.

8.1 The Broker will take reasonable steps to preserve confidentiality, but the Seller acknowledges that marketing a business necessarily involves disclosure of selected information and that absolute confidentiality cannot be guaranteed. 8.2 The Broker will not intentionally disclose confidential sale information beyond what is reasonably required for marketing and progressing enquiries, and will normally require a confidentiality undertaking before providing an Information Memorandum or identifying a confidential Business. 8.3 The Seller must keep confidential all non-public information concerning prospective Buyers and must use it only for evaluating or progressing a Transaction.

9.1 The Success Fee is the greater of: (a) 5% of the Total Consideration; or (b) £1,500, plus VAT at the applicable rate. 9.2 The Success Fee becomes due on Completion of a Transaction covered by clause 3, clause 11, clause 12 or clause 13. If no such Transaction completes, no Success Fee is payable. 9.3 The minimum Success Fee of £1,500 plus VAT is payable on Completion. Where 5% of the Total Consideration exceeds £1,500, any additional Success Fee attributable to consideration paid at or before Completion is also payable on Completion, and any balance attributable to deferred or contingent consideration is payable under clause 10. 9.4 The Seller irrevocably authorises and instructs its solicitor to deduct from completion monies and pay to the Broker the Success Fee then due. The Seller must give its solicitor a copy of this Agreement and provide the Broker with the solicitor's contact details within five Working Days after instruction. 9.5 If the solicitor does not pay an amount due, the Seller remains liable and must pay it within two Working Days after Completion or receipt of the relevant consideration. 9.6 Where Total Consideration includes non-cash consideration, its value is the value stated in the transaction documents or, if none is stated, its reasonable market value at Completion. Any genuine dispute about value may be referred by either party to an independent chartered accountant acting as expert, whose reasonable costs will be shared equally unless the expert directs otherwise.

10.1 The £1,500 minimum element of the Success Fee is payable in full on Completion and is credited against the total Success Fee calculated under clause 9.1. 10.2 Where 5% of the Total Consideration exceeds £1,500, the Seller must pay the unpaid balance of the Success Fee as the relevant deferred or contingent consideration is received. The amount payable following each receipt is the amount required to bring the aggregate Success Fee paid to 5% of the aggregate consideration received or treated as received, less the Success Fee already paid. 10.3 No further Success Fee is payable in respect of deferred consideration unless and until 5% of the aggregate consideration received or treated as received exceeds the Success Fee already paid. 10.4 The Seller must notify the Broker promptly of each receipt and provide reasonable evidence of the amount received. If deferred consideration is assigned, waived, released, compromised or converted into another benefit otherwise than in an arm's-length commercial settlement, the Broker may calculate its fee by reference to the value of the benefit actually received or the amount assigned, waived, released, compromised or converted, whichever is appropriate in the circumstances.

11.1 If, while this Agreement is in force, the Seller accepts an offer, signs heads of terms, grants exclusivity or enters into an agreement relating to a Transaction, the Success Fee remains payable if that Transaction later completes, even if Completion occurs after termination or after the Protection Period has ended. 11.2 Clause 11.1 does not create a fee in relation to an Excluded Buyer unless clause 3.5 applies.

12.1 Within ten Working Days after termination, the Broker will give the Seller a written list identifying the Protected Buyers (the "Protected Buyer List"). The Broker may correct an accidental omission within a further ten Working Days where it can provide reasonable evidence that the person met the definition of Protected Buyer before termination. 12.2 If, during the Protection Period, a Transaction completes with a Protected Buyer, or with that Protected Buyer's nominee, acquisition vehicle, related company or person acting on its behalf, the Success Fee is payable in accordance with clauses 9 and 10. 12.3 A person is not a Protected Buyer merely because the Broker sent untargeted advertising, the person viewed a public listing without identifying themselves, or the person independently approached the Seller after termination without having been introduced to the Business or involved in substantive discussions through the Broker during the term. 12.4 Subject to clauses 11 and 13, no Success Fee is payable after termination on a Transaction with a buyer that is not identified on the Protected Buyer List. In particular, the post-termination protection does not apply merely because a buyer is later introduced independently by the Seller, another broker or another third party.

13.1 The Seller must not seek to avoid the Success Fee by changing the form, timing or parties to a Transaction, or by directing a Buyer to transact with an owner, shareholder, connected person or associated entity instead of the Seller. 13.2 A Transaction includes a sale or transfer to a nominee, acquisition vehicle, related company or connected party of a Buyer where the commercial effect is substantially the same as an acquisition by that Buyer. 13.3 This clause does not enlarge the Protected Buyer List or turn an independently sourced post-termination buyer into a Protected Buyer. It applies only to a Transaction otherwise within clause 3, clause 11 or clause 12.

14.1 The Seller must provide identity, ownership, source-of-funds and other information reasonably requested by the Broker for legal or compliance purposes. 14.2 The Broker may suspend marketing or terminate immediately if required information is not supplied, if the Broker cannot complete its checks, or if continuing would risk breaching law or regulation. 14.3 The Broker may make a disclosure to a competent authority where required by law and may be prohibited from informing the Seller that it has done so.

15.1 Each party will comply with applicable data-protection law. The Broker will process personal data in accordance with its privacy policy and for administering this Agreement, marketing the Business, managing enquiries, completing compliance checks and protecting its legal rights. 15.2 The Seller must ensure that personal data supplied to the Broker has been obtained and may be disclosed and used lawfully for these purposes.

16.1 Marketing material is prepared from information supplied by or on behalf of the Seller. The Seller remains responsible for its accuracy and for promptly correcting errors. 16.2 The Broker is not liable for a Buyer's conduct, funding, due diligence, professional advice or failure to proceed, or for a failure to sell the Business. 16.3 Subject to clause 16.5, the Broker is not liable for loss of profit, loss of opportunity, loss of goodwill, business interruption or indirect or consequential loss. 16.4 Subject to clause 16.5, the Broker's total aggregate liability arising out of or connected with this Agreement will not exceed the Success Fee actually paid to the Broker under it. 16.5 Nothing in this Agreement excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded or limited.

17.1 Neither party may terminate for convenience during the Initial Marketing Period. After that period, either party may terminate by giving at least 30 days' written notice. 17.2 The Broker may suspend services or terminate immediately by written notice if the Seller: (a) commits a material breach and, where capable of remedy, fails to remedy it within five Working Days after notice; (b) supplies materially false or misleading information; (c) fails to cooperate or provide required compliance information; (d) appoints another intermediary or markets outside this Agreement without consent; or (e) acts unlawfully or in a manner reasonably likely to harm the Broker's reputation. 17.3 Termination does not affect accrued rights or clauses intended to continue, including clauses 8 to 13, 15, 16 and 18 to 21. 17.4 A notice under this clause must be sent by email to the address stated in Schedule 1. A notice to the Broker must be sent to hello@bizionary.co.uk. It is deemed received when sent, unless the sender receives an automated delivery-failure notice; a notice sent after 5:00 pm is deemed received on the next Working Day.

18.1 Complaints should first be sent to hello@bizionary.co.uk. The Broker will acknowledge a complaint within two Working Days and aim to respond substantively within 14 Working Days. 18.2 The Broker's complaints procedure is available at www.bizionary.co.uk/complaints.

19.1 This Agreement and its Schedule constitute the entire agreement concerning the Broker's appointment and supersede earlier discussions or correspondence on that subject. 19.2 A variation is effective only if recorded in writing and agreed by both parties. Email confirmation by authorised representatives is sufficient unless the variation changes the Success Fee, sole-agency period or Protection Period, in which case it must be signed or electronically acknowledged by both parties. 19.3 The Seller may not assign or transfer this Agreement without the Broker's written consent. The Broker may assign it to a group company or successor carrying on substantially the same brokerage business, on written notice to the Seller. 19.4 If a provision is invalid or unenforceable, it will be treated as modified to the minimum extent necessary and the remaining provisions will continue in force. 19.5 A delay or failure to exercise a right is not a waiver. A waiver is effective only in writing and only for the matter for which it is given. 19.6 Nothing creates a partnership, joint venture or employment relationship between the parties. 19.7 A person who is not a party has no right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.

20.1 This Agreement may be signed electronically and in counterparts. Each counterpart is an original and together they form one agreement. 20.2 A person signing for a company or other entity confirms that they are authorised to bind it.