Esken : Implementation Agreement

Execution version

DATED 2 JULY 2021

LONDON SOUTHEND AIRPORT COMPANY LIMITED

STOBART AVIATION LIMITED

CGIOF RIVER S.À R.L

ESKEN LIMITED

IMPLEMENTATION AGREEMENT

	CONTENTS
CLAUSE	PAGE
1.	Definitions and interpretation .......................................................................................	2
2.	Commitments................................................................................................................	6
3.	Warranties.....................................................................................................................	7
4.	Esken Resolution, Esken Circular and Prospectus......................................................	10
5.	Esken Limited Undertakings.......................................................................................	10
6.	Notices ........................................................................................................................	12
7.	Confidentiality and announcements............................................................................	13
8.	Termination.................................................................................................................	13
9.	Partial invalidity..........................................................................................................	13
10.	Remedies and waivers.................................................................................................	13
11.	Costs............................................................................................................................	14
12.	Assignment .................................................................................................................	14
13.	Amendments and waivers ...........................................................................................	14
14.	Further Assurances......................................................................................................	14
15.	Counterparts................................................................................................................	14
16.	Third party rights ........................................................................................................	14
17.	Governing law.............................................................................................................	14
18.	Jurisdiction..................................................................................................................	14

-I-

THIS AGREEMENT is dated 2 July 2021 and made between:

1. LONDON SOUTHEND AIRPORT COMPANY LIMITED, a private company limited by shares incorporated in England and Wales (registered number 10756283) with registered offices at Third Floor, 15 Stratford Place, London, England, W1C 1BE (the Borrower);
2. CGIOF RIVER S.À R.L., a société à responsabilité limitée incorporated, organised and existing under the laws of the Grand Duchy of Luxembourg with its registered office at 2 avenue Charles de Gaulle, 4th floor, L-1653 Luxembourg and registered with the Luxembourg Registre de Commerce et des Sociétés under registration number B254587 (the Lender);
3. STOBART AVIATION LIMITED, a private company limited by shares incorporated in England and Wales (registered number 10756283) with registered offices at Third Floor, 15 Stratford Place, London, England, W1C 1BE (as the Esken Shareholder); and
4. ESKEN LIMITED, a private company limited by shares incorporated and registered under the laws of Guernsey (registered number 39117) with registered offices at Floor 2, Trafalgar Court, Les Banques, St Peter Port Guernsey, GY1 4LY (Esken Limited),

together, the Parties.

IT IS AGREED as follows:

PREAMBLE

1. The Lender, Borrower and the Esken Shareholder have entered into a convertible loan agreement on the date of this agreement (the Facility Agreement) pursuant to which the Lender has agreed to provide debt financing to the Borrower through a loan (the Facility) convertible into Shares.
2. Utilisation of the Facility is subject to certain conditions precedent to be satisfied by the Lender and the Borrower.
3. The Parties have agreed to enter into this Agreement to govern their obligations to satisfy these conditions and to provide certain additional undertakings and conditions.

1. Definitions and interpretation

1.1 Definitions

In this Agreement:

Affiliate has the meaning given to the term in the Facility Agreement; Business Day has the meaning given to the term in the Facility Agreement; Chargor has the meaning given to the term in the Intercreditor Agreement;

Closing means the utilisation of the Facility by the Borrower following satisfaction of the conditions set out in the Facility Agreement;

Closing Date has the meaning given to the term in the Facility Agreement;

Conditions Precedent means those conditions precedent set out in Part A of Schedule 2 of the Facility Agreement;

Confidential Information has the meaning given to the term in the Facility Agreement;

Encumbrance means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind, or another type of agreement or arrangement having similar effect;

Equity Commitment Letter means the equity commitment letter from CGIOF Participations S.á r,l SICAR to the Lender and the Borrower dated the date of this Agreement;

Equity Raise means the documented equity fundraising by Esken Limited, admission and settlement of which is expected to occur prior to the Longstop Date;

Esken Circular means the circular containing the Esken Recommendation that is to be sent by Esken Limited to its shareholders convening the Esken Shareholder Meeting pursuant to clause 4.3;

Esken Recommendation means a unanimous and unqualified recommendation by the directors of Esken Limited to Esken Limited's shareholders to vote in favour of the Esken Resolution;

Esken Resolution means the ordinary resolution of the shareholders of Esken Limited necessary to enable the Borrower to draw-down the Facility and the Esken Shareholder and the Borrower to enter into the Shareholders' Agreement, the Facility Agreement and any documents which are to be entered into by the Esken Shareholder or the Borrower pursuant to or otherwise in connection with such agreements;

Esken Shareholder Meeting means the meeting of Esken Limited's shareholders (and any adjournment of the meeting) to consider and, if thought fit, approve the Esken Resolution;

Excluded Assets means, at the date hereof, the assets and contracts listed in Schedule 5 of the Transaction Security Agreement and any assets or contracts acquired or entered into hereafter by any Obligor which is either expressed to be personal to the Obligor or which contains a restriction on the Obligor on assignment, charging, granting any security interest or declaring a trust over rights in relation thereto without the consent of the relevant counterparty to the relevant contract which governs the Obligor's use, rights and/or ownership of such asset or contract;

Facility has the meaning given to the term in the Preamble;

Facility Agreement has the meaning given to the term in the Preamble;

Governmental Authority means:

1. the government of any jurisdiction (or any political or administrative subdivision thereof), whether provincial, state or local, and any department, ministry, agency, instrumentality, court, central bank or other authority thereof, including without limitation any entity directly or indirectly owned or controlled thereby;

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1. any public international organisation or supranational body (including without limitation the European Union) and its institutions, departments, agencies and instrumentalities; and

1. any quasi-governmental or private body or entitled to exercise, any administrative, regulatory, licensing, competition, tax or governmental authority;

agency lawfully exercising, or executive, judicial, legislative, other governmental or quasi-

Lender Affiliate has the meaning given to the term in the Facility Agreement;

Longstop Date has the meaning given to the term in the Facility Agreement;

Material Asset has the meaning given to the term in the Facility Agreement;

Material Excluded Asset means an Excluded Asset which:

1. is a Material Asset (including a lease pursuant to which a Chargor enjoys the use and occupation of that Material Asset); and
2. is not a Relevant Contract;

New Debt Financing means a new conditional revolving credit facility which may be agreed by Esken Limited with its existing lenders or other lenders;

Obligor has the meaning given to the term in the Facility Agreement;

ORR has the meaning given to the term in clause 2.4;

ORR Approval has the meaning given to the term in clause 2.4;

Permitted Financial Indebtedness has the meaning given to the term in the Facility Agreement;

Permitted Security has the meaning given to the term in the Facility Agreement;

Prospectus means the prospectus to be issued by Esken Limited in connection with the Equity Raise, which will be combined with the Esken Circular;

Relevant Contracts has the meaning give to the term in the Facility Agreement;

Reorganisation has the meaning given to the term in the Facility Agreement;

Restricted Transaction means any:

1. transaction to sell, transfer or dispose of or create any Encumbrance (other than a Permitted Security) over (including, but not limited to, any Encumbrance by way of security) the Obligors (or any of them) or any part of the business, assets or undertaking of the Obligors (whether in a single transaction or a series of transactions);
2. transaction to (i) sell, transfer or dispose of or grant any option over or in respect of any securities in the Esken Shareholder or the Obligors (or any of them), (ii) issue or agree to issue any securities in the Esken Shareholder or the Obligors (or any of them), or (iii) issue or agree to issue any debt (other than

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