EFTA00595368.txt

"the LLP has agreed to subscribe for shares in Topco on the terms and conditions set out here"

"to provide a loan to Midco on the terms set out in a loan agreement to be entered into between LLP and Midco"

"Topco has agreed to apply the proceeds from such subscription to subscribe for shares in Midco"

"Midco has agreed to apply the proceeds from such subscription and the monies advanced to it pursuant to the Loan Agreement to subscribe for shares in "

"SIGNED by Leon David Black (director) for and on behalf of JMWT TOPCO LIMITED"

"SIGNED by Leon David Black (director) for and on behalf of JMWT MIDCO LIMITED"

"SIGNED by Leon David Black (director) for and on behalf of JMWT LIMITED"

"SIGNED by JMWT LLC (designated member) for and on behalf of JMWT ACQUISITION LLP"

"The LLP 100 0 0 £274,700 per share (including a £274,699 premium)"

"Toped 0 100 0 n/a £274,700 per share (including a £274,699 premium)"

"Midco 0 0 100 n/a n/a £412,050 per share (including a £412,049 premium)"

"the proposed acquisition of the entire issued share capital of Phaidon Press Limited by Bidco"