Closing Board Meeting Protocol

COMPANY NUMBER: [selling company number]

[selling company name]

Minutes of a meeting of the board of directors (the Meeting) of [selling company name]

(the Company)

Held at [board meeting address]

Held on [board meeting date & time]

Chair, notice and quorum

[board meeting chair - normally directors of selling company] was appointed Chair of the Meeting. The Chair reported that due notice of the Meeting had been given in accordance with the Company's articles of association (the Articles) and that a quorum was present. Accordingly, the Chair declared the Meeting open.

Business of the Meeting

The Chair reported that the purpose of the Meeting was to consider and, if thought fit, approve certain documents and various matters relating to the sale by [selling company sellers (shareholders)]. (the Sellers) of the entire issued share capital of the Company to [buyer] (the Buyer) (the Sale).

Declaration of interests

The Chair, being the sole Director of the Company, confirmed that he had no interest in the transactions and other arrangements to be considered at the Meeting that he was required to declare by section 177 CA 2006, section 182 CA 2006 or the Articles, which he had not previously duly declared in accordance with the relevant provisions.

The Chair noted that the Articles provide that a director is entitled to vote and be counted in the quorum on a matter in which they are interested and that none of the directors present were otherwise prevented from doing so.

Documents produced to the Meeting

There were produced to the Meeting:

various stock transfer forms in respect of the transfer of the Company's ordinary share capital of [£0,00001] each (the Sale Shares) from the Sellers to the Buyer (the Stock Transfer Forms);

original share certificates in respect of each Stock Transfer Form (the Share Certificate);

a notice from the Buyer to the Company confirming the required particulars under section 790K CA 2006 for the purposes of updating the Company's PSC register

other documents listed in the clause 1 of the Part A of the Schedule 3 of the Share Purchase Agreement entered into by the Sellers and Buyer on June 23, 2022 (the SPA) as applicable and not listed above (the Sale Documents).

Share transfers

The Stock Transfer Forms were considered by the Chair together with the relevant Share Certificates as appropriate:

Transferor: Seller 1

Transferee: Buyer

No. of Sale Shares transferred: # Shares

Consideration: $xxx,xxx

Transferor: Seller 2

Transferee: Buyer

No. of Sale Shares transferred: # Shares

Consideration: $xxx,xxx

Transferor: Seller 3

Transferee: Buyer

No. of Sale Shares transferred: # Shares

Consideration: $xxx,xxx

Transferor: Seller 4

Transferee: Buyer

No. of Sale Shares transferred: # Shares

Consideration: $xxx,xxx

Having carefully considered each of the transfers listed above (the Transfers), IT WAS RESOLVED, subject to each of the Stock Transfer Forms being duly stamped, that:

each of the Transfers be approved for registration; and

any director of the Company at the relevant time be instructed to:

enter the details of each of the Transfers and the name of the Buyer in the Register of Members of the Company together with a statement pursuant to section 123 of CA 2006; and

issue and deliver the share certificates to the Transferee on behalf of the Company, and that to this end the common seal of the Company be affixed to such share certificates or any two directors or any director and the secretary or any director in the presence of a witness be authorised to execute such share certificates in respect of the Sale Shares.

Appointment and resignation of directors

The Chair reported that:

[buyer] had been proposed as a new director of the Company as the Buyer and had consented to act.

After due and careful consideration IT WAS RESOLVED that:

[buyer] be appointed as director of the Company with effect from the end of the Meeting.

Bank mandate

The Chair considered the undertaking by the Sellers under the SPA (clause 1.4. of the Part B of Schedule 3) to cancel the existing bank mandates and give new bank mandates and instructions to the persons nominated by the Buyer. After due and careful consideration IT WAS RESOLVED that:

the new bank mandate to be issued for the persons nominated by the Buyer;

any standard form resolutions required by the Company’s bank approved; and

any director of the Company be authorised to complete any actions required to perform the decisions set out in clauses 7.1. - 7.2. above.

Filings

The Chair had resolved that he will make all necessary and appropriate entries in the books and registers of the Company and make all the appropriate filings to the Registrar of Companies in relation to the above matters, including the following:

Form AP01 and Form TM01 in respect of the appointment and resignation of the directors;

(having updated the people with significant control register of the Company), the relevant Forms in respect of the people with significant control register maintained by the Registrar of Companies;

Other Documents

The Buyer has acknowledged that the Sale Documents have been produced by the Sellers and are satisfactory to the Buyer.

Close

There being no further business, the Chair declared the Meeting closed.

[chair signature]

Chair