By using the trademark set out below, you agree to the terms and conditions set out below.

1.INTERPRETATION

The following definitions and rules of interpretation apply in this Licence.

1.1Definitions:

Effective Date: the date of this agreement

Licensed Services: the asset manager or service provider services and in respect of which the Licensee is licensed to use the Mark under the terms of this Licence.

Materials: the advertising and promotional materials to which the Mark is applied pursuant to this Licence.

Mark: the registered trade marks (or applications), details of which are set out in Schedule 1.

Promotional Pack: the digital folder emailed by GFM to the Licensee at the commencement of this Licence.

Territory: Global.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 A reference to legislation or legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.4 A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.5 A reference to writing or written excludes fax but not email.

1.6 Any words following the terms; including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2. LICENCE

2.1 GFM grants to the Licensee a non-exclusive licence to use the Mark in the Territory on and in relation to the Licensed Services, subject to the terms of this Licence.

2.2 Any goodwill derived from the use by the Licensee of the Mark shall accrue to GFM. GFM may, at any time, call for a document confirming the assignment of that goodwill and the Licensee shall immediately execute it.

2.3 No rights or licences are conferred on the Licensee pursuant to this Licence except those expressly set out in this Licence.

3.QUALITY CONTROL AND MARKING

3.1 The Licensee's licence to use the Mark is subject to the following conditions:

3.1.1 The Licensee shall comply with the specifications, standards and directions relating to the use of the Mark, as notified in writing by GFM from time to time and as provided in the Promotional Pack;

3.1.2 The Licensee shall, in exercising its right under this agreement, comply with, and shall ensure that the Licensed Services sold or otherwise supplied by the Licensee comply with, all applicable laws, regulations, industry standards and codes of practice;

3.1.3 The Licensee shall not do or fail to do any act or thing whereby the validity, enforceability or GFM's ownership of the Mark, or the reputation or goodwill associated with the Mark in the Territory, is likely to be prejudiced;

3.1.4 The Licensee shall procure that all Licensed Services sold by the Licensee and all related quotations, specifications and descriptive literature, and all other materials carrying the Mark, be marked with:"Under licence from Global Fund Media Limited [MARK] is the unregistered trade mark of Global Fund media Limited.”

4.PAYMENT

In respect of the use of the Mark for shortlisted companies, the Licensee shall not pay a fee to GFM.

5. LICENCE RECORDAL

The Licensee shall sign such documents and give such assistance as GFM may reasonably request from time to time for the Licensee to be recorded as licensee against any relevant trade mark registrations or pending application which includes the Mark, and to have any such recordal removed on termination of this Licence.

6. MAINTENANCE

GFM shall pay all renewal fees and take all steps necessary to maintain the trade mark registration (where applicable) for the Marks.

7. INDEMNITY

7.1 The Licensee shall indemnify GFM against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by GFM arising out of or in connection with:

7.1.1 the Licensee's exercise of its rights granted under this agreement;

7.1.2 the Licensee's breach or negligent performance or non-performance of this agreement; or

7.1.3 the enforcement of this agreement.

7.2 If a payment due from the Licensee under this clause is subject to tax (whether by way of direct assessment or withholding at its source), GFM shall be entitled to receive from the Licensee such amounts as shall ensure that the net receipt, after tax, by GFM in respect of the payment is the same as it would have been were the payment not subject to tax.

8. PROTECTION OF THE MARK

8.1 The Licensee shall promptly inform GFM of any suspected unauthorised use of the Mark (or any confusingly similar mark) of which it becomes aware, and shall provide GFM with such documents, information and assistance as it can in relation to any such use.

8.2 GFM gives no warranty and makes no representation in or pursuant to this Licence that the use of the Mark, nor the use, sale or other dealing in any of the Licensed Services, does not or will not infringe the rights of others.

9. DURATION AND TERMINATION

9.1 This Licence shall commence on the Effective Date and continue until 9 June 2026 unless terminated earlier under any of the following provisions.

9.2 GFM may terminate this Licence by notice with immediate effect if:

9.2.1 the Licensee commits a material breach of any term of this Licence and (if such breach of remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

9.2.2 the Licensee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

9.2.3 the Licensee's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or

9.2.4 there is a change of control of the Licensee (within the meaning of section 1124 of the Corporation Tax Act 2010).

9.3 The Licensee undertakes to GFM that, save as expressly permitted by this Licence, it will not make any use anywhere in the world of the Mark or any name or mark intended or likely to be confused or associated with it. In particular, upon termination of this Licence for any reason the Licensee shall cease immediately to make any use of the Mark save as is set out in clause 9.4.

9.4 Within 7 days after the date of termination the Licensee shall promptly destroy, or if GFM shall so elect, deliver to GFM, at the Licensee's expense, all Materials.

9.5 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

10.ASSIGNMENT AND OTHER DEALINGS

The Licensee shall not assign, transfer, mortgage, charge, sub-license, sub-contract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Licence without the prior written consent of GFM.

11.GOVERNING LAW

This Licence and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

12. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

Schedule 1 Mark