SPICE UNIVERSE HOLDINGS LIMITED

Company number 99892834

(the "Company")

Minutes of a meeting of the Board of Directors held at Spicey House, 3 Capsicum Lane, E1 SPR9,
London on [●] at [a.m/p.m.].

PRESENT:

CREDIT FACILITIES

1. CHAIR AND QUORUM

[●] took the Chaiiar and noted that a quorumuruoum was present.

2. PROPOSED CREDIT FACILITIES

The Chair reported to the meeting that:

(a) the Company had negotiated loan facilities totalling £510,000,000 to be made
available to it by Cold Bank (the "Bank");

(b) the loan facilities to be provided by the Bank (the "Facilities") comprised:

(i) a term facility that would be available to the Company for a period of 76
years; and

(ii) a revolving credit facility that would be available to the Company Spice
Universe Limited for a period of 7 years.

(c) the terms of the Facility placed certain restrictions on the operations of the Company
including a negative pledge against all future charges and certain restrictions on the
disposals of the Company's assets;

(d) it was a condition of the Facility becoming available to the Company that it would
enter into a debenture pursuant to which the Company would secure its obligations
under the Facility in favour of the Cold Bank.

2. PRODUCTION OF DOCUMENTS

There was produced to the meeting the latest draft of

(a) the facilityies agreement to be entered into between the Company and the Bank
recording the terms upon which the Facility was being made available to the
Company (the "Facilityies Document");

(b) the debenture required to be entered into by the the Company (the "Security
Document").,

together (the "Documents")

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3. DECLARATION OF INTEREST

3.1 In accordance with sectiontuib 177 and section 182 of the Companies Act 2006 and the
Articles of Association of the company, the Chairman noted that each of the Directores had
disclosed to the Company any and all direct or indirect interests in the matters to be
considered at the meeting which materially conflict or may conflict with the interests of the
Company.

3.2

3.23 The Chair noted that each of the directors was entitled to vote and count in the quorum at
the Meeting in accordance with the Articles of Association of the Company.

4. CONSIDERATION OF DOCUMENTS

The meeting then considered the provisions of the Facility Document. In particular the
Directors noted:

(a) the repayment provisions, interest rates, fees and other elements of pricing of the
Facility Document;

(b) that the Company was required to make the representations and warranties set out
in the Facility Document;

(c) that the Company would be bound by the undertakings set, out in the Ffacility
document;

(d) that Bank would have the right to demaand repayment of the Facility if the
Company failed to meet the financial covenants set out in the Facility Document;

(e) the Bank would also be entitled to demand repayment of the Facility if any Event of
Default (as defined in the Facility Document) occurrsed.

(f) that the Security Document would create fixed and floating charges over all of the
Company's assets and undertaking to secure all of its present or future obligations
to the Bank under the Facilities Document.

5. RESOLUTIONS

The meeting carefully considered the provisions of the Documents. The meeting
concluded that the Company was able to give the representations contained in the Facility
Document and considered the Company would be able to comply with all the covenants
set out in the Facility Document. It was unanimously concluded that entering into the
Documents was to the commercial advantage of the Company and likely to promote the
success of the Company.

IT WAS RESOLVED that:

(a) the provisions of the Documents be and they are hereby approved;

(a) that any Director of the Company be and he or she is hereby authorised to execute
the Facility Document on behalf of the Company in the form produced to the meeting
subject to such amendments and modifications as the Director executing the same
may agree and so that the Director's signature of the Facility Document shall be
conclusive evidence of the agreement to such amendments or modifications];

(i) that any Director be and he or she is hereby authorised to do all such acts and things
and agree and execute all such documents as may be required in order to implement
the transactions contemplated by the Documents on the basis that if any document
needs to be executed as a deed that the same be executed under the common seal
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 of the Company or executed as a deed in accordance with sections 44 and 46
Companies Act 2006;

(ii) that any Director or the Secretary of the Company be and they are hereby
authorised to sign and deliver all such certificates and notices as may be required
in connection with the Documents;

(iii) that any signature contemplated by these resolutions may be made either in
manuscript or electronic form.

(ivjjj) the provisions of the Documents be and they are hereby approved

6. CONCLUSION OF MEEATING:

There being no further business to attend to the meeting concluded.