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Exhibit 2.1

SHARE PURCHASE AGREEMENT

by and among

THRYV AUSTRALIA PTY LTD,

THRYV HOLDINGS, INC.,

SENSIS HOLDING LIMITED,

SUNSHINE NEWCO PTY LTD,

THE SELLERS NAMED HEREIN

and

SHAREHOLDER REPRESENTATIVE SERVICES LLC,

as Sellers’ Representative

March 1, 2021

Exhibit A   -		Definitions
Exhibit B    -		Agreed Accounting Principles and Sample Closing Statement
Schedule 1  -		Schedule of Holdings Sellers
Schedule 2  -		Pre-Closing Transaction Steps
Schedule 3  -		Closing Schedule

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT, dated as of March 1, 2021 (this “Agreement”), is made by and among:

BACKGROUND

NOW, THEREFORE, in consideration of the premises and mutual covenants, representations, warranties and agreements hereinafter set forth and intending to be legally bound, the Parties agree as follows:

ARTICLE I

THE SHARE SALES

ARTICLE II

THE CLOSINGS; PURCHASE PRICE; CLOSING ADJUSTMENT

(b)            On the Closing Date, Holdings and Sunshine SPV, as applicable, shall cause to be delivered to Buyer, in the form and substance reasonably satisfactory to Buyer: (i) duly completed bank authorities directed to the bankers of the Companies to the extent applicable, authorizing the operation of each of its bank accounts by nominees of Buyer and terminating the authority of nominated present signatories, as applicable; (ii) duly executed written resignations for each of the directors, officers and managers, as applicable, of each of the Companies, in each case, that have been requested to resign by Buyer in writing to the Companies prior to the Closing Date; (iii) a copy of a resolution of the board of directors of each of Holdings and Sunshine SPV (certified by a duly appointed officer as true and correct) authorizing, subject to the production of duly stamped and completed transfers in respect of the relevant Shares (A) the registration of the transfer of the relevant Shares to Buyer free and clear of all Liens, except Liens under the Shareholders’ Deed and restrictions on transfer imposed under applicable securities Laws, (B) the cancellation of the existing share certificates for the relevant Shares, (C) the issue of new share certificates for the relevant Shares in favor of Buyer, (D) the appointment of any directors and other officers of each of the Companies as nominated by Buyer, and (E) the execution of and the performance by each of Holdings and Sunshine SPV of its obligations under the Transaction Documents; and (iv) the corporate records, including the statutory registers and register of members, any common seals, and, for each of the Companies other than the UK Subsidiaries, the ASIC corporate key (being an 8 digit number uniquely associated with the Company’s Australian Company Number (ACN)).

(a)            On the Closing Date, Buyer shall deliver to Sellers, in the form and substance reasonably satisfactory to Sellers: (i) a copy of a resolution of the board of directors of Buyer (certified by a duly appointed officer as true and correct) authorizing the execution of and the performance by Buyer of its obligations under the Transaction Documents; and (ii) a counterpart of the Escrow Agreement executed and delivered by Buyer.

(a)            As soon as practicable, but no later than seventy-five (75) days after the Closing Date, Buyer shall prepare and deliver to Sellers’ Representative, a statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) Closing Date Working Capital, (ii) Closing Date Cash, (iii) Closing Date Debt, and (iv) the Transaction Expenses paid at Closing as provided in Section 2.05(f) and any additional Transaction Expenses identified by Buyer that constitute Transaction Expenses and were not included on the Closing Schedule, together with a calculation of the Final Purchase Price based on the foregoing amounts.  Buyer’s calculations set forth in the Closing Statement (collectively, the “Proposed Purchase Price Calculations”) shall be delivered with such schedules and data with respect to the determination thereof as may be appropriate to support the calculations set forth therein.

(f)            If the Closing Payment is greater than the Final Purchase Price, as finally determined in accordance with this Section 2.06 (such difference, the “Shortfall Amount”), then (i) Buyer and the Sellers’ Representative shall promptly (but in any event within five (5) Business Days after the date on which the Final Purchase Price is determined pursuant to this Section 2.06), jointly direct the Escrow Agent in writing to pay to Buyer from the Post-Closing Adjustment Escrow Account, the Shortfall Amount, in accordance with the Escrow Agreement and (ii) if the Shortfall Amount is greater than the funds in the Post-Closing Adjustment Escrow Account, Buyer and the Sellers’ Representative shall promptly (but in any event within five (5) Business Days after the date on which the Final Purchase Price is determined pursuant to this Section 2.06), jointly direct the Escrow Agent in writing to pay to Buyer from the Tax Indemnity Escrow Accounts an aggregate cash amount equal to the difference between Shortfall Amount and the Post-Closing Adjustment Escrow Amount (such amount to be paid thirty percent (30%) from the Sunshine SPV Shares Seller Tax Indemnity Escrow Account and seventy percent (70%) from the Holdings Sellers Tax Indemnity Escrow Account), in accordance with the Escrow Agreement and (iii) if the Shortfall Amount is greater than the funds in the Post-Closing Adjustment Escrow Account and the Tax Indemnity Escrow Accounts, Sellers shall promptly (but in any event within five (5) Business Days after the date on which the Final Purchase Price is determined pursuant to this Section 2.06) pay, on a pro rata basis (based on the percentage of the Closing Payment received by each Seller on the Closing Date), to Buyer an aggregate cash amount equal to the difference between the Shortfall Amount and (x) the Post-Closing Adjustment Escrow Amount plus (y) the Holdings Sellers Tax Indemnity Amount, plus (z) the Sunshine SPV Shares Seller Tax Indemnity Amount, by wire transfer of immediately available funds to the account or accounts, and in the amounts as Buyer will designate in writing to Sellers’ Representative, in addition to causing payment from the Post-Closing Adjustment Escrow Account and the Tax Indemnity Escrow Accounts pursuant to clauses (i) and (ii) above.  If the Shortfall Amount is less than the amount of the funds in the Post-Closing Adjustment Escrow Account, then Buyer and the Sellers’ Representative shall promptly (but in any event within five (5) Business Days after the date on which the Final Purchase Price is determined pursuant to this Section 2.06), jointly direct the Escrow Agent in writing to pay to the Sellers from the Post-Closing Adjustment Escrow Account the difference between the Shortfall Amount and the amount of funds in the Post-Closing Adjustment Escrow Account (following payment of the Shortfall Amount) in accordance with the Escrow Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SUNSHINE SPV SHARES SELLER

Sunshine SPV Shares Seller hereby represents and warrants to Buyer that:

Section 3.03.                            No Conflict.  Provided that all consents, approvals, authorizations and other actions described in Section 3.04 have been obtained or taken, the execution, delivery and performance by Sunshine SPV Shares Seller of the Transaction Documents to which the Sunshine SPV Shares Seller is a party and the consummation by Sunshine SPV Shares Seller of the transactions contemplated by the Transaction Documents to which the Sunshine SPV Shares Seller is a party do not and will not (i) violate or conflict with the Organizational Documents of Sunshine SPV Shares Seller or Sunshine SPV, (ii) conflict with or violate any Law or Governmental Order applicable to Sunshine SPV Shares Seller or Sunshine SPV or any of their respective assets or properties or (iii) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of modification, termination, amendment, acceleration, first offer, first refusal or cancellation of, or result in the creation of any Lien (other than a Permitted Lien or Liens arising from any act of Buyer or its Affiliates) on the Sunshine SPV Shares or any asset or property of Sunshine SPV (or any of its Subsidiaries) pursuant to, any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit, franchise or other instrument to which Sunshine SPV Shares Seller or Sunshine SPV is a party or by which any of their respective assets or properties are owned, except, in the case of clauses (ii) and (iii) as would not reasonably be expected to, individually or in the aggregate, affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated by the Transaction Documents to which the Sunshine SPV Shares Seller is a party.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF HOLDINGS SELLERS

Each Holdings Seller, severally and not jointly, hereby represents and warrants to Buyer that:

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES

Each Holdings Seller hereby represents and warrants to Buyer that, except as set forth in the Disclosure Letter, each of the following representations and warranties is true and correct; provided, however, that the Holdings Sellers make none of the following representations and warranties to the extent that any of such representations and warranties relate to Sunshine SPV or the Minority Sunshine Shares.  Sunshine SPV Shares Seller hereby represents and warrants to Buyer that, except as set forth in the Disclosure Letter, to the extent that any of the following representations and warranties relate to Sunshine SPV or the Minority Sunshine Shares, each such representation and warranty is true and correct.

(c)            True and complete copies of each Company’s Organizational Documents and all amendments thereto, have been delivered or made available to Buyer. Each Company is not in default under, or in violation of, any provision of its Organizational Documents, each as amended and in effect as of the date hereof.

Section 5.03.                            No Conflict.  Provided that all consents, approvals, authorizations and other actions described in Section 5.04 have been obtained or taken and, except as may result from any facts or circumstances relating to Buyer or its Affiliates, the execution, delivery and performance of the Transaction Documents by Holdings and Sunshine SPV and the consummation of the transactions contemplated by the Transaction Documents do not and will not (i) violate or conflict with the Organizational Documents of any Company, (ii) conflict with or violate in any material respect any Law or Governmental Order applicable to any Company or any of their respective assets or properties or (iii) result in any material breach of, or constitute a material default (or event which, with the giving of notice or lapse of time, or both, would become a material default) under, or give to any Person any rights of modification, termination, amendment, acceleration, first offer, first refusal or cancellation of, or result in the creation of any Lien (other than a Permitted Lien or Liens arising from any act of Buyer or its Affiliates) on the Shares or any equity interests in any of the Companies pursuant to any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit, franchise or other instrument to which any of the Companies is a party or by which any of their respective assets or properties are owned.

Section 5.06.                            Absence of Certain Changes or Events.  Except as contemplated by this Agreement, since the Balance Sheet Date, (i) the Companies have conducted their respective businesses in the ordinary course of business consistent with past practice, (ii) there has been no material adverse change in the financial condition, assets, Liabilities, results of operations, or profitability of the Companies, taken as a whole, and (iii) none of the Companies has: (A) made, changed or revoked any material Tax election, changed any annual Tax accounting period, adopted or changed any material method of Tax accounting, prepared or filed any Tax Return in a manner inconsistent with past practice, failed to pay any Taxes due and payable, amended, refiled or otherwise revised any previously filed Tax Return, filed or surrendered any claim for any refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax, entered into any Tax allocation, sharing, closing or similar agreement in respect of Taxes, obtained or requested any Tax ruling or settled or compromised any Tax Liability; (B) sold, transferred, leased, subleased or otherwise disposed of any asset in excess of $500,000 other than sales of inventory in the ordinary course of business consistent with past practice; (C) issued, sold, pledged or transferred to any Person any asset or interest or securities in any of the Companies, or any securities convertible into or exchangeable or exercisable for, or options with respect to, or warrants to purchase or rights to subscribe for, interest or securities in any of the Companies, or make any other change in the capital structure of any of the Companies; (D) changed or amended any Organizational Documents; (E) entered into or amended or extended any material term of, or waived any material claim or right under, or terminated any Material Contract or Real Property Lease; (F) made any material change in any method of accounting or accounting practice or policy used by any of the Companies, other than such changes as are required by applicable Law; (G) entered into any settlement or release with respect to any material Action relating to any of the Companies in excess of $25,000; or (H) made any capital expenditures or commitments therefor, except for such capital expenditures or commitments therefor that are reflected in the Company’s current budget.

(a)            Section 5.10(a) of the Disclosure Letter sets forth a complete and accurate list of all Registered Intellectual Property and applications therefor owned and used by any of the Companies that are material to the Companies, taken as a whole, including the legal owner, filing date and, as applicable, application number, serial number and registration number.  A Company is the sole and exclusive owner of all of the Intellectual Property listed on Section 5.10(a) of the Disclosure Letter. Each of the Companies exclusively owns or has valid licenses or authorizations to use all material Intellectual Property used to conduct its business in the manner presently conducted, free and clear of all Liens (other than Permitted Liens), all of which Intellectual Property is subsisting, valid and enforceable by a Company

(b)            Section 5.16(b) of the Disclosure Letter sets forth a complete and accurate list of the fifteen (15) largest customers of the Companies, as measured by the dollar amount of net sales during the year ended December 31, 2020.  Since the Balance Sheet Date, no customer listed on Section 5.16(b) of the Disclosure Letter has terminated its relationship with any Company or materially reduced the pricing or other terms on which it does business with any Company and, to the Knowledge of the Companies, no customer listed on Section 5.16(b) of the Disclosure Letter has notified any Company that it intends to terminate or materially reduce the pricing or other terms on which it does business with such Company.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to each of the other Parties that:

ARTICLE VII

ADDITIONAL AGREEMENTS

(b)            For a period of three (3) years from the Closing Date, Sellers shall hold and shall cause all Affiliates who have been provided Confidential Information to hold, in strict confidence and not disclose or release without the prior written consent of Buyer, any and all Confidential Information; provided, however, that any Seller may disclose, or may permit disclosure of, Confidential Information (i) to its Representatives who have a need to know such information, are informed of their obligation to hold such information confidential to the same extent as is applicable to the Sellers, and are caused by Sellers to comply with their obligation herein and in respect of whose failure to comply with such obligations, such Seller shall be responsible, or (ii) if such Seller, or any of its Representatives is compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, order or other legal process) or otherwise required by Law or by any listing agreement with a national securities exchange to disclose any such Confidential Information.  In the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, such Seller shall (x) as promptly as practicable notify Buyer of the existence of such request or demand to the extent practicable and, if not otherwise prevented by Law, the disclosure that is expected to be made in respect thereto so that Buyer may, at its expense, seek a protective order or other appropriate assurance that confidential treatment will be afforded to the Confidential Information and/or waive compliance with the provisions of this Section 7.02(b), and (y) if requested by Buyer, cooperate with Buyer (at Buyer’s expense) in seeking a protective order or other appropriate assurance that confidential treatment will be afforded to the Confidential Information in respect to such request or demand.  If such a protective order or other remedy or the receipt of a waiver by Buyer is not obtained and such Seller or any of its Representatives is required by such Law to disclose any Confidential Information, such Seller or such Representative may disclose only that portion of the Confidential Information which is required by such Law to be disclosed.

(b)            At the Closing, Holdings Sellers shall, or shall cause one of the other Companies (other than Sunshine SPV) to, purchase, effective as of the Closing Date, a “tail” insurance policy (the “Tail Policy”) with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers, managers, agents and employees generally, of the Companies, in each case, with respect to claims arising out of, or relating to, events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by the Transaction Documents). The costs of the Tail Policy shall be a Transaction Expense.

ARTICLE VIII

TAX MATTERS

(a)            Buyer and the Companies shall be entitled to be indemnified (solely through payments from the Tax Indemnity Escrow Account) from and against any Liabilities for Taxes payable by any Company (other than by Holdings or any UK Subsidiary or by any Company, directly or indirectly, in relation to or in connection with the Shareholder Loans or any other similar prior shareholder loans, or the Pre-Closing Transaction Steps between Sunshine and Holdings or any UK Subsidiary) in respect of (i) taxable years or periods ending on or before the Closing Date and (ii) in the case of any Straddle Period, the portion of such Straddle Period ending at the close of business on the Closing Date (determined in accordance with Section 8.02), including, in each case, any Taxes of any other Person (other than another Company) (x) which is or has ever been affiliated with any Company or with whom any Company otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary or aggregate Tax Return or (y) as transferee or successor, by assumption, operation of Law, Contract or otherwise.  Of any such Liabilities, 70% shall be paid from the Holdings Sellers Tax Indemnity Escrow Account and 30% of such amount to be paid from the Sunshine SPV Shares Seller Tax Indemnity Escrow Account.

(d)            The funds in the Tax Indemnity Escrow Accounts shall be released to the applicable Sellers (i.e., the funds in the Holdings Sellers Tax Indemnity Escrow Account will be released to the Holdings Sellers, pro rata in accordance with their respective ownership of Holdings Shares, and the funds in the Sunshine SPV Shares Seller Tax Indemnity Escrow Account shall be released to the Sunshine SPV Shares Seller) in four equal installments (each equal to one quarter of the funds initially deposited into such Tax Indemnity Escrow Account) on each anniversary of the Closing Date; provided, however, that if any claim has been paid from such Tax Indemnity Escrow Account as of any such anniversary date, the amount of funds to be released on such anniversary date shall be reduced (including to zero) to ensure that the amount of funds remaining in such Tax Indemnity Escrow Account after such release are equal to the lesser of (i) the total of the remaining annual installments required to be released from such Tax Indemnity Escrow Account on all future anniversary dates, and (ii) the amount of funds in such Tax Indemnity Escrow Account as of such anniversary date immediately prior to such release, provided further, that if a claim for indemnification under Section 8.03(a) or Section 8.03(b) or any amounts payable from the Tax Indemnity Escrow Accounts in accordance with Section 2.06 remain outstanding at the time of any scheduled release of funds from the applicable Tax Indemnity Escrow Account(s), then the amount of such claim shall be withheld and shall not be released from such Tax Indemnity Escrow Account(s) at such time and such withheld amount will be released (to Buyer and/or to the applicable Sellers, as may be appropriate based on the resolution of such claim) after any amounts payable from the Tax Indemnity Escrow Accounts in accordance with Section 2.06 have been paid to Buyer and when such claim is resolved.

ARTICLE IX

GENERAL PROVISIONS

if to Buyer:

c/o Thryv Holdings, Inc.

2200 W. Airfield Drive

P.O. Box 619810

DFW Airport, TX 75261

Attention:  VP Corporate Counsel-Legal & Human Resources, Chief Compliance Officer and Secretary

Email:  Lesley.Bolger@thryv.com

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention:  Brian Gingold

Facsimile No.: (212) 310-8007

Email:  Brian.Gingold@weil.com

if to Sunshine SPV Shares Seller:

Telstra Corporation Limited

242 Exhibition Street, Level 41

Melbourne, VIC 3000

Attention:  Guy Wylie

Email:  guy.wylie@team.telstra.com

with a copy (which shall not constitute notice) to:

Mary Roberts

Email:  mary.roberts@team.telstra.com

if to any Holdings Seller:

c/o Platinum Equity Advisors, LLC

360 North Crescent Drive

Beverly Hills, CA   90210

Attention:  General Counsel

Facsimile No.:  (310) 712-1863

Email:  jholland@platinumequity.com

with a copy (which shall not constitute notice) to:

Morgan, Lewis & Bockius LLP

600 Anton Boulevard, Suite 1800

Costa Mesa, CA   92626

Attention:  James W. Loss Esq.

Facsimile No.:  (714) 830-0700

Email:  Jim.loss@morganlewis.com

if to Sellers’ Representative:

Shareholder Representative Services LLC

950 17th Street, Suite 1400

Denver, CO 80202

Attention:  Managing Director

Facsimile No. (303) 623-0294

Email: deals@srsacquiom.com

and

Morgan, Lewis & Bockius LLP

600 Anton Boulevard, Suite 1800

Costa Mesa, CA   92626

Attention:  James W. Loss Esq.

Facsimile No.:  (714) 830-0700

Email:  Jim.loss@morganlewis.com

[The remainder of this page has been intentionally left blank.  Signature pages follow.]

IN WITNESS WHEREOF, the undersigned has executed this Share Purchase Agreement as of the date first written above.

	BUYER:
	THRYV AUSTRALIA PTY LTD
	Executed by Thryv Australia Pty Ltd in accordance with section 127 of the Corporations Act 2001 (Cth)
	By:	/s/ KJ Christopher
		Name: KJ Christopher
		Title: Director
	By:	/s/ Lesley Bolger
		Name: Lesley Bolger
		Title: Director
	Solely with respect to Section 2.06(e),
	PARENT:
	THRYV HOLDINGS, INC.
	By:	/s/ KJ Christopher
		Name: KJ Christopher
		Title: Authorized Signatory

IN WITNESS WHEREOF, the undersigned has executed this Share Purchase Agreement as of the date first written above.

	HOLDINGS:
	Signed for and on behalf of:
	SENSIS HOLDING LIMITED
	by a duly authorized representative
	By	/s/ Mary Ann Sigler
		Name: Mary Ann Sigler
		Title: Director

IN WITNESS WHEREOF, the undersigned have executed this Share Purchase Agreement as of the date first written above.

IN WITNESS WHEREOF, the undersigned has executed this Share Purchase Agreement as of the date first written above.

	SUNSHINE SPV SHARES SELLER:
	Signed for and on behalf of:
	TELSTRA CORPORATION LIMITED
	by its authorized representative
	By:	/s/ Guy Beresford-Wylie
		Name: Guy Beresford-Wylie
		Title: Treasurer

IN WITNESS WHEREOF, the undersigned have executed this Share Purchase Agreement as of the date first written above.

	HOLDINGS SELLERS:
	PLATINUM EQUITY CAPITAL PARTNERS INTERNATIONAL III (CAYMAN), L.P.
	By: Platinum Equity Partners International III (Cayman), L.P., its general partner
	By: Platinum Equity Investment Holdings III (Cayman), LLC, its general partner
	By:	/s/ Mary Ann Sigler
		Name: Mary Ann Sigler
		Title: President
	PLATINUM EQUITY CAPITAL PARTNERS-A INTERNATIONAL III (CAYMAN), L.P.
	By: Platinum Equity Partners International III (Cayman), L.P., its general partner
	By: Platinum Equity Investment Holdings III (Cayman), LLC, its general partner
	By:	/s/ Mary Ann Sigler
		Name: Mary Ann Sigler
		Title: President
	PLATINUM EQUITY CAPITAL PARTNERS-B INTERNATIONAL III (CAYMAN), L.P.
	By: Platinum Equity Partners International III (Cayman), L.P., its general partner
	By: Platinum Equity Investment Holdings III (Cayman), LLC, its general partner
	By:	/s/ Mary Ann Sigler
		Name: Mary Ann Sigler
		Title: President
	PLATINUM EQUITY CAPITAL PARTNERS-C INTERNATIONAL III (CAYMAN), L.P.
	By: Platinum Equity Partners International III (Cayman), L.P., its general partner
	By: Platinum Equity Investment Holdings III (Cayman), LLC, its general partner
	By:	/s/ Mary Ann Sigler
		Name: Mary Ann Sigler
		Title: President
	PLATINUM STRAWBERRY PRINCIPALS INTERNATIONAL (CAYMAN), L.P.
	By: Platinum Equity Investment Holdings III (Cayman), LLC, its general partner
	By:	/s/ Mary Ann Sigler
		Name: Mary Ann Sigler
		Title: President

IN WITNESS WHEREOF, the undersigned has executed this Share Purchase Agreement as of the date first written above.

	SELLERS’ REPRESENTATIVE:
	SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as the Sellers’ Representative
	By:	/s/ Sam Riffe
		Name: Sam Riffe
		Title: Managing Director

EXHIBIT A

“2020 Sunshine Financial Statements” has the meaning set forth in Section 5.05(b).

“Accounting Firm” has the meaning set forth in Section 2.06(c).

“Action” means any claim, demand, complaint, counterclaim, action, audit, suit, arbitration, hearing, proceeding or investigation by or before any Governmental Authority or mediation or arbitral body.

“Affiliate” means, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person, provided, however, (i) with respect to the Holdings Sellers, Affiliate shall not be deemed to include any portfolio company of such Person or such Person’s affiliates unless provided Confidential Information and (ii) with respect to Buyer, Affiliate shall not be deemed to include any portfolio company of any shareholder of Buyer.

“Agreed Accounting Principles” means the accounting principles set forth in Exhibit B.

“Agreement” has the meaning set forth in the Preamble.

“AIFRS” means the Australian equivalents to the International Financial Reporting Standards.

“Anti-Corruption Laws” means all laws, rules and regulations applicable to the Companies from time to time concerning or relating to bribery or corruption.

“Australian Income Tax Deductions” has the meaning set forth in Section 8.02(b).

“Australian Post-Closing Transaction Tax Deductions” has the meaning set forth in Section 8.02(d).

“Authorized Action” has the meaning set forth in Section 9.16(b).

“Balance Sheet” means June 30, 2020.

“Balance Sheet Date” has the meaning set forth in Section 5.05(a).

“Bankruptcy and Equity Exception” has the meaning set forth in Section 3.01(a).

“Base Payment” means $257,000,000.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York, New York or in Melbourne Australia are required or authorized by Law to be closed.

“Buyer” has the meaning set forth in the Preamble.

“Buyer Material Adverse Effect” means, with respect to Buyer, any change, effect, event or development that, individually or in the aggregate, would have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby.

“Cash” means all cash, cash equivalents, and marketable securities, including deposits in transit, less any outstanding checks, Trapped Cash and any items otherwise taken into account in determining Closing Date Working Capital, but including the cash used to collateralize the Collateralized Letters of Credit.

“CGT Withholding Amount” means amounts, if any, determined under section 14-200(3) of Schedule 1 to the Taxation Administration Act 1953 (Cth) which may be payable to the Commissioner under section 14-200(1) of Schedule 1 to the Taxation Administration Act 1953 (Cth).

“Closing Adjustment” means the amount (which may be a positive or a negative dollar amount) equal to (i) the amount of Estimated Closing Date Cash, minus (ii) the amount of Estimated Closing Date Debt, minus (iii) the amount of Transaction Expenses set forth in the Closing Schedule (including, for the avoidance of doubt, the amount of the Closing Date Employee Payments), plus (iv) the amount, if any, of the Estimated Working Capital Surplus, minus (v) the amount, if any, of the Estimated Working Capital Shortfall.

“Closing Date” has the meaning set forth in Section 2.01.

“Closing Date Cash” means, without duplication, the Cash of the Companies as of the Reference Time determined in accordance with the Agreed Accounting Principles, and, for the avoidance of doubt, without giving effect to the consummation of the transactions contemplated by this Agreement.

“Closing Date Debt” means the Debt of the Companies as of the Reference Time determined in accordance with the Agreed Accounting Principles, and, for the avoidance of doubt, without giving effect to the consummation of the transactions contemplated by this Agreement, provided, that, notwithstanding anything to the contrary herein, any fees, interest, expenses, prepayment penalties and other similar obligations owed or incurred with respect of any outstanding Debt repaid in connection with the Closing or with respect to obtaining the release and termination of any Liens that are required to be released in terminated in connection with the consummation of the transactions contemplated hereby shall be calculated as of the date post-Closing that all funds have been delivered to satisfy such Debt or to release and terminate such Liens, as applicable.

“Closing Date Employee Payments” means the payments to be made to certain employees as provided in Section 7.05(a).

“Closing Date Working Capital” means the amount equal to (i) the consolidated current assets of Sunshine for the current asset line items included in the calculation of Closing Date Working Capital in the Sample Closing Statement in Exhibit B as of the Reference Time, minus (ii) the consolidated current liabilities of Sunshine for the current liability line items included in the calculation of Closing Date Working Capital in the Sample Closing Statement in Exhibit B as of the Reference Time, in each case, calculated in accordance with the Agreed Accounting Principles and without giving effect to the consummation of the transactions contemplated by this Agreement. For the avoidance of doubt, the Parties agree that the Sample Closing Statement specifies the line items that comprise Closing Date Working Capital. For illustrative purposes only, the Sample Closing Statement includes an example of the calculation of Closing Date Working Capital as if the Closings had occurred on October 31, 2020.  Notwithstanding the foregoing, “Closing Date Working Capital” shall not include any amounts reflected in Cash, Trapped Cash, Debt or Transaction Expenses.

“Closing Date Working Capital Shortfall” means the amount, if any, by which Closing Date Working Capital is less than Target Working Capital.

“Closing Date Working Capital Surplus” means the amount, if any, by which Closing Date Working Capital exceeds Target Working Capital.

“Closing Payment” has the meaning set forth in Section 2.01.

“Closing Schedule” has the meaning set forth in Section 2.03.

“Closing Statement” has the meaning set forth in Section 2.06(a).

“Closings” has the meaning set forth in Section 2.01.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Collateralized Letters of Credit” has the meaning set forth in Section 2.04(f).

“Companies” means Sunshine SPV, Holdings and all of the Subsidiaries, as a group, and “Company” means any of the Companies.

“Company Intellectual Property” means all Intellectual Property that is or has been owned or purported to be owned, used, held or practiced by any Company, or is necessary for the conduct of the business of any Company.

“Company Related Party” means (a) a Seller, (b) a director or “officer” of any Company, or (c) an Affiliate or any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act, as amended) of any Person described in the foregoing clauses (a) or (b).

“Confidential Information” has the meaning set forth in Section 7.02(c).

“Confidentiality Agreement” has the meaning set forth in Section 7.02(a).

“Consolidated Group” has the meaning set forth in the Tax Act.

“Contracts” means all written or oral contracts, subcontracts, agreements, leases, licenses, commitments, sales and purchase orders, and other instruments, arrangements or understandings of any kind.

“Contribution Amount” has the meaning set forth in section 721-25 of the Tax Act.

“Control” means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise.  The terms “controlled by”, “controlled”, “under common control with” and “controlling” shall have correlative meanings.

“Crystallisation Procedure” has the meaning set forth in Section 5.13(p).

“Debt” means, with respect to any Person, without duplication, (i) all outstanding obligations of such Person arising from or in the form of indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money or in respect of loans, advances, or the negative value of any interest rate, currency swap or other derivative or hedging transactions, (ii) all obligations of such Person for the deferred purchase price of assets, securities, property or services, including any “earn-outs” or other contingent payments in respect of which such Person is liable (including any indemnities and “seller notes” payable with respect to the acquisition of any business, asset or securities) (other than trade payables incurred in the ordinary course of business consistent with past practice, but only to the extent they are included as current liabilities in Closing Date Working Capital), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (iv) all obligations of such Person as lessee under leases that have been or should be, in accordance with AIFRS, recorded as capital or finance leases (without taking into account the recent changes in lease accounting standards under IFRS 16), (v) all obligations of such Person under a guarantee, acceptance, letter of credit or similar arrangement, but, in each case, only to the extent drawn (and for the avoidance of doubt shall not include any obligations with respect to the Collateralized Letters of Credit), (vi) all obligations of such Person arising under conditional sales Contracts and other similar title retention instruments, (vii) the Tax Liability Amount, (viii) obligations secured by Liens other than Permitted Liens, (ix) any amounts owed to any Affiliates (other than to another Company, and for the avoidance of doubt no amounts owing to any Company as described in Schedule 2 shall constitute Debt), (x) declared but unpaid dividends (other than to another Company, and for the avoidance of doubt no unpaid dividends described in Schedule 2 shall constitute Debt), (xi) any Liabilities held at the level of Holdings, UK Subsidiaries or Sunshine SPV (other than to another Company), (xii) any of the obligations and amounts described in Section A-2 of the Disclosure Letter, and (xiii) all Debt of others referred to in clauses (i) through (xii) above guaranteed, directly or indirectly, in any manner by such Person, in each case calculated in accordance with the Agreed Accounting Principles.  The term “Debt” shall include all principal, interest, fees, costs, expenses, premiums or prepayment penalties and other similar obligations in respect thereof. Notwithstanding the foregoing, “Debt” shall not include any items to the extent taken into account in determining Closing Date Working Capital or Transaction Expenses.

“Disclosure Letter” means the disclosure letter dated as of the date hereof delivered by Holdings and Sunshine to Buyer and which forms a part of this Agreement.

“Disputes” has the meaning set forth in Section 2.06(b).

“Employee” means each Person who is a director, officer or other member of management, in each case with a title of vice president (or more senior) of the Companies, including those employees on leave of absence.

“Environmental Law” means any applicable Law, including common law, in effect on the date of this Agreement, relating to pollution or protection of the environment or natural resources or the protection of human health and safety.

“Environmental Permit” means any permit, approval or license required by a Governmental Authority under any Environmental Law.

“Escrow Agent” means Citibank, N.A.

“Escrow Agreement” means that certain Escrow Agreement, by and among the Sellers’ Representative, Buyer and the Escrow Agent, dated as of the Closing Date.

“Escrow Deposit” means the amount equal to (i) the Post-Closing Adjustment Escrow Amount plus (ii) the Holdings Sellers Tax Indemnity Amount, plus (iii) Sunshine SPV Shares Seller Tax Indemnity Amount.

“Estimated Closing Date Cash” has the meaning set forth in Section 2.03.

“Estimated Closing Date Debt” has the meaning set forth in Section 2.03.

“Estimated Working Capital” has the meaning set forth in Section 2.03.

“Estimated Working Capital Shortfall” means the amount, if any, by which Estimated Working Capital is less than Target Working Capital.

“Estimated Working Capital Surplus” means the amount, if any, by which Estimated Working Capital exceeds Target Working Capital.

“Event” has the meaning set forth in the definition of the term “Material Adverse Effect” in this Exhibit A.

“Excess Amount” has the meaning set forth in Section 2.06(e).

“Exit Payment” means the payment to be made by Sunshine SPV to permit Sunshine SPV to leave the Telstra Tax Consolidated Group on Closing clear of any Group Liability pursuant to section 721 35 of the Tax Act calculated in accordance with the principles set out in the Tax Sharing Deed.

“Final Purchase Price” means the amount equal to (i) the Base Payment, plus (ii) the amount of Closing Date Cash, minus (iii) the amount of Closing Date Debt, minus (iv) the amount of Transaction Expenses set forth on the Closing Schedule (including, for the avoidance of doubt, the Closing Date Employee Payments) plus the amount of any additional Transaction Expenses that may be identified following the Closing Date (including any Transaction Expenses that should have been paid on the Closing Date but were not), plus (v) the amount, if any, of the Closing Date Working Capital Surplus and minus (vi) the amount, if any, of the Closing Date Working Capital Shortfall (in each of the foregoing clauses (ii) through (vi), as such amounts are finally determined in accordance with Section 2.06).

“FIRB” means the Australian Foreign Investment Review Board.

“First Closing” has the meaning set forth in Section 2.01.

“Former Defined Benefit Employee” has the meaning set forth in Section 5.13(p).

“Fraud” means common law fraud under the Law of the State of Delaware.

“Fund” means each superannuation fund or equivalent arrangement to which any Company contributes, or is required to contribute, in respect of any employee or any deemed employee employed or engaged by that Company.

“FW Act” has the meaning set forth in Section 5.13(b).

“Governmental Authority” means any Australian, United Kingdom or U.S. federal, state or local or any supra national or non-U.S. government, political subdivision, governmental, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Group Liability” has the meaning set forth in section 721-10 of the Tax Act.

“GST” has the meaning in the GST Act.

“GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Hazardous Materials” means (i) any chemicals, materials, substances, pollutants, contaminants in any form, whether waste materials, raw materials, finished products, byproducts, or any other materials, which are listed, defined or otherwise designated as hazardous or toxic under Environmental Law, including asbestos, polychlorinated biphenyls, radon, urea formaldehyde, and lead-containing paints or coatings, and (ii) any petroleum, petroleum hydrocarbons, petroleum products, or petroleum by-products.

“Head Company” has the meaning set forth in section 995-1 of the Tax Act.

“Holdings” has the meaning set forth in the Preamble.

“Holdings Sellers” and “Holdings Seller” have the meaning set forth in the Preamble.

“Holdings Sellers Tax Indemnity Escrow Account” means the account maintained by the Escrow Agent to hold the Holdings Sellers Tax Indemnity Escrow Amount pursuant to the terms of the Escrow Agreement.

“Holdings Sellers Tax Indemnity Escrow Amount” means $14,000,000.

“Holdings Shares” has the meaning set forth in the Recitals.

“Holdings Shares Closing Payment” has the meaning set forth in Section 1.04.

“Holdings Shares Sale” has the meaning set forth in the Recitals.

“Income Tax” means any Tax that is in whole or in part, based on or measured by net income or gains.

“Income Tax Returns” means Tax Returns in respect of Income Tax.

“Insurance Policy” has the meaning set forth in Section 5.17(a).

“Intellectual Property” means all right, title and interest in or relating to any of the following whether arising under the Laws of the United States or of any other jurisdiction:  (a) patents and patent applications (including patents issued thereon), including reissues, divisions, continuations, continuations in part, extensions and reexaminations thereof, (b) trademarks, service marks, trade names, brand names, service names, trade dress, logos and other identifiers of same, and any and all common law rights, registrations and applications for registration thereof, and all reissues, extensions and renewals of any of the foregoing, including all goodwill associated therewith, (c) copyrights and registrations and applications therefor, works of authorship and mask work rights, and all reissues, extensions and renewals of any of the foregoing, and moral rights, (d) domain names, (e) trade secrets and other confidential and proprietary information, including know-how, technology discoveries, improvements formulae, technical information, techniques, inventions (whether or not patentable or reduced to practice), (f) business names, (g) social media accounts, and (h) Software.

“Intra-Seller Adjustment Amount” means $1,948,908.

“Knowledge of the Companies” means the actual knowledge of the Persons listed on Section A-3 of the Disclosure Letter after due inquiry.

“Law” means any U.S. federal, state or local or any non-U.S. statute, law, ordinance, regulation, rule, code, order, directive or other requirement or rule of law (including any mandatory industry codes, practices, policies or statements), in any applicable jurisdiction, including any statute, regulation, proclamation, ordinance or by-law in Australia.

“Leased Real Property” has the meaning set forth in Section 5.13(n).

“Liabilities” means any debt, liability (including related to Taxes), guarantee, loss, damage, claim, demand, cost, expense (including reasonable attorneys’ and consultants’ fees and expenses), interest, award, judgment, penalty, commitment or obligation, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable of any nature, whenever or however arising.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, security interest, title, defect, encumbrance, claim, lien, charge, easement, option, right of first refusal, right of first offer, preemptive right, limitation or restriction of any kind or any other encumbrance of any kind, character or description.

“Majority Sunshine Shares” has the meaning set forth in the Recitals.

“Material Adverse Effect” means any circumstance, matter, change, development, event, state of facts, occurrence or effect (each, an “Event”) that, individually or in the aggregate with other Events, has had or would reasonably be expected to have or result in (i) a material adverse effect on the assets, business, operations, condition (financial or otherwise) or results of operations of the Companies, taken as a whole; provided, however, that, for the purposes of this clause (i) the following clauses (A) through (F) shall not constitute or be taken into account in determining whether there has been Material Adverse Effect: (A) an Event or series of Events affecting the Australian or global economy generally or capital or financial markets generally, including changes in interest or exchange rates and financial, credit, securities or currency markets, (B) an Event or series of Events affecting political conditions (including hostilities, acts of war (whether declared or undeclared), sabotage, terrorism or military actions, or any escalation or worsening of any of the foregoing) generally of Australia or any other country or jurisdiction in which the Companies operate, (C) an Event or series of Events affecting the industry generally in which the Companies conduct business, (D) any changes in applicable Law, AIFRS or the enforcement or interpretation thereof first announced after the date hereof, or (E) any failure by any of the Companies to meet internal or published projections, estimates or forecasts of revenues, earnings, or other measures of financial or operating performance for any period (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded by this clause (F)), except in the case of the foregoing clauses (A), (B), (C) or (D), to the extent such Event is (or would reasonably be expected to be) disproportionately adverse with respect to the business of the Companies, taken as a whole, compared to other Persons in the industry in which the Companies conduct business, or (ii) any material impairment or material delay in the ability of any Seller to perform its respective obligations under this Agreement or to consummate the transactions contemplated hereby.

“Material Contract” means the following Contracts, except for this Agreement, to which any of the Companies is a party or are otherwise bound as of the date of this Agreement:

“Minority Sunshine Shares” has the meaning set forth in the Recitals.

“Order” means any order, injunction, judgment, decree, ruling, writ, assessment or other similar requirement or agreement enacted, adopted, promulgated or applied by any Governmental Authority.

“Organizational Documents” means: (i) the articles or certificate of incorporation and the bylaws of a corporation; (ii) any statement of partnership and the partnership agreement of a general partnership; (iii) the certificate of limited partnership and the limited partnership agreement of a limited partnership; (iv) the certificate of formation and the limited liability company agreement or, if applicable, operating agreement of a limited liability company; (v) the constitution of a company; (vi) any similar charter or operating document adopted or filed in connection with the creation, formation or organization of any Person who is not an individual; (vii) the Shareholders’ Deed; and (viii) any amendment to any of the foregoing.

“Owned Intellectual Property” means all Intellectual Property owned by the Companies.

“Parties” means the parties to this Agreement and “Party” means any of the Parties.

“Payoff Amounts” has the meaning set forth in Section 2.04(f).

“Payoff Letters” has the meaning set forth in Section 2.04(f).

“Permits” has the meaning set forth in Section 5.09(a).

“Permitted Liens” means (i) Liens for Taxes that are not yet delinquent or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with AIFRS or that may thereafter be paid without penalty, (ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, workmen, repairmen imposed by Law in the ordinary course of business consistent with past practice, (iii) Liens incurred or deposits made in the ordinary course of business and on a basis consistent with past practice in connection with workers’ compensation, unemployment insurance or other types of social security, in the ordinary course of business, consistent with past practice, which are not past due or in breach, (iv) defects or imperfections of title, easements, covenants, rights of way, restrictions and other similar charges, title exceptions or encumbrances disclosed in policies, reports or title insurance which individually or in the aggregate do not materially impair the present use of the properties or assets of the Companies, (v) zoning, entitlement and other land use and environmental regulations issued by any Governmental Authority, in each case, which individually or in the aggregate do not materially impair the present use of the properties or assets of the Companies, (vi) in the case of Intellectual Property, non-exclusive licenses, options to license on a non-exclusive basis or covenants not to assert claims of infringement, in each case entered into in the ordinary course of business consistent with past practice, and (vii) Liens that do not, and would not reasonably be expected to, individually or in the aggregate, materially detract from the value of any of the property, rights or assets of the business of the Companies or materially interfere with the use thereof as currently used by any of the Companies.

“Person” means any natural person, general or limited partnership, corporation, company, trust, limited liability company, limited liability partnership, firm, association or organization or other legal entity.

“Personal Information” means, in addition to any definition provided by Privacy Laws or by the Companies for any similar term (e.g., “personally identifiable information” or “PII”) in any privacy policy, privacy notice or other public-facing statement of any Company, all information (alone or in combination with other information in the possession of any of the Companies) that is capable of being associated with an individual person or device, including (a) information that identifies, could be used to identify (alone or jointly with other information in the possession of any of the Companies) or is otherwise identifiable with an individual, including name, physical address, telephone number, email address, financial account number or government-issued identifier (including Social Security number and driver’s license number), medical, health or insurance information, gender, date of birth, educational or employment information, religious or political views or affiliations, marital or other status, and any other data used or intended to be used to identify, contact or precisely locate an individual (e.g., geolocation data), (b) biometric information relating to measurable biological (anatomical and physiological) or behavioral characteristics used for identification of an individual (e.g., fingerprints, retinal scans, facial scans, signatures, handwriting analysis and voice pattern recognition), (c) information that is created, maintained, or accessed by an individual (e.g., videos, audio or individual contact information), (d) any data regarding an individual’s activities online or on a mobile device or other application (e.g., searches conducted, web pages or content visited or viewed) and (e) Internet protocol addresses, unique device identifiers or other persistent identifiers.  Personal Information may relate to any individual, including a current, prospective or former customer or employee of any Person.  Personal Information includes information in any form, including paper, electronic and other forms.

“Post-Closing Adjustment Escrow Account” means the account maintained by the Escrow Agent to hold the Post-Closing Adjustment Escrow Amount pursuant to the terms of the Escrow Agreement.

“Post-Closing Adjustment Escrow Amount” means, $5,000,000.

“Post-Closing Employee Payment(s)” has the meaning set forth in Section 7.05(b).

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and the portion through the close of business on the Closing Date for any Straddle Period.

“Pre-Closing Transaction Steps” has the meaning set forth in the Recitals.

“Prior Counsel” has the meaning set forth in Section 9.17.

“Privacy Laws” means all Laws governing the receipt, collection, compilation, use, storage, retention, processing, sharing, safeguarding, security, deletion, disposal, destruction, disclosure or transfer of Personal Information.

“Proposed Purchase Price Calculations” has the meaning set forth in Section 2.06(a).

“Purchase Price Dispute Notice” has the meaning set forth in Section 2.06(b).

“R&W Policy” has the meaning set forth in Section 7.04.

“Real Property Leases” has the meaning set forth in Section 5.14(b).

“Reference Time” means 11:59 p.m. on the Closing Date.

“Registered Intellectual Property” means Intellectual Property that is issued by, or registered or filed with, any Governmental Authority or Internet domain name registrar, including patents, registered copyrights, registered trademarks, Internet domain names, business names and applications for any of the foregoing.

“Representative Losses” has the meaning set forth in Section 9.16(b).

 “Representatives” of a Person means the directors, officers, employees, advisors, agents, controlling persons, consultants, attorneys, accountants, investment bankers or other representatives of such Person.

“Restrictive Covenant Agreements” has the meaning set forth in the Recitals.

 “Sample Closing Statement” means the sample calculation of Closing Date Working Capital, Closing Date Cash and Closing Date Debt set forth on Exhibit B.

“Second Closing” has the meaning set forth in Section 2.01.

“Sellers” has the meaning set forth in the Preamble.

“Sellers’ Representative” has the meaning set forth in the Preamble.

“Sellers’ Representative Holdback Amount” means $1,000,000.

“Sensis” means Sensis Pty Ltd (ACN 007 423 912), an Australian proprietary limited company.

“Share Sales” has the meaning set forth in the Recitals.

“Shareholder Loans” has the meaning set forth in Section 5.05(b).

“Shareholders’ Deed” means that certain Shareholders’ Deed by and among Strawberry Holding Limited, Telstra Corporation Limited and Project Sunshine Pty Ltd dated as of February 28, 2014, as amended to date.

“Shares” means the Holdings Shares and the Sunshine SPV Shares.

“Shortfall Amount” has the meaning set forth in Section 2.06(f).

“Skip Business” has the meaning set forth in Section 5.23.

“Skip Business Sale Agreement” has the meaning set forth in Section 5.23.

“Software” means computer software, computer programs, applications, utilities, development tools, diagnostics, databases and embedded systems, in any form or medium, including source code, object code and executable code, and all databases used with, or used to develop, any of the foregoing, and all documentation pertaining to any of the foregoing.

“Straddle Period” means any taxable period that includes but does not end on the Closing Date.

“Strawberry” has the meaning set forth in Schedule 2.

“Subsidiaries” means the direct and indirect subsidiaries of Holdings listed in Section 5.02(b) of the Disclosure Letter and “Subsidiary” means any of the Subsidiaries.

“Sunshine” has the meaning set forth in the Recitals.

“Sunshine Consolidated Group” has the meaning set forth in Section 5.15(j).

“Sunshine Shares” has the meaning set forth in the Recitals.

“Sunshine SPV” has the meaning set forth in the Preamble.

“Sunshine SPV Shares” has the meaning set forth in the Recitals.

“Sunshine SPV Shares Closing Payment” has the meaning set forth in Section 1.02.

“Sunshine SPV Shares Sale” has the meaning set forth in the Recitals.

“Sunshine SPV Shares Seller” has the meaning set forth in the Preamble.

“Sunshine SPV Shares Seller Tax Indemnity Escrow Account” means the account maintained by the Escrow Agent to hold the Sunshine SPV Shares Seller Tax Indemnity Escrow Amount pursuant to the terms of the Escrow Agreement.

“Sunshine SPV Shares Seller Tax Indemnity Escrow Amount” means $6,000,000.

“Tail Policy” has the meaning set forth in Section 7.03(b).

“Target Working Capital” means negative $38,266,000.

“Tax” or “Taxes” means all income, excise, gross receipts, ad valorem, value added, sales, use, employment, franchise, profits, gains, property, unclaimed or abandoned property, transfer, use, payroll, intangibles or other taxes, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any Tax Authority with respect thereto.

“Tax Act” means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth) or the Taxation Administration Act 1953 (Cth), as appropriate and as amended from time to time.

“Tax Authority” means any Governmental Authority responsible for the administration of any Tax.

“Tax Claim” has the meaning set forth in Section 8.04(a).

“Tax Indemnity Escrow Accounts” means the Holdings Sellers Tax Indemnity Escrow Account and the Sunshine SPV Shares Seller Tax Indemnity Escrow Account, and “Tax Indemnity Escrow Account” means either of the Tax Indemnity Escrow Accounts.

“Tax Indemnity Escrow Depletion Date” means the first date on which no funds remain in the Tax Indemnity Escrow Accounts.

“Tax Law” means any Law relating to Taxes.

“Tax Liability Amount” means an amount equal to (a) any amounts that would be properly accrued as Income Taxes payable on the consolidated balance sheet of Holdings in accordance with UK GAAP and the consolidated balance sheet of Sunshine in accordance with AIFRS, calculated (i) as of the end of the Closing Date as if the taxable year of the Companies ended on the Closing Date and (ii) by excluding all deferred Income Tax liabilities and deferred Income Tax assets and excluding any Income Tax liabilities resulting from Buyer or any Company taking any action on the Closing Date but after the Closings that is outside the ordinary course of business consistent with past practice, minus (b) 30% of the amount of the Closing Date Employee Payments.  For purposes of calculating the Tax Liability Amount, an Income Tax asset shall only reduce or offset an Income Tax Liability to the extent such Income Tax asset relates to same jurisdiction as such Income Tax liability (e.g., an Australian Income Tax asset shall not offset or reduce an Income Tax Liability imposed by the United Kingdom).

“Tax Returns” means all returns and reports (including claim of refund, elections, declarations, disclosures, schedules, estimates and information returns) supplied or required to be supplied to a Tax Authority relating to Taxes.

“Tax Sharing Deed” means the tax sharing deed dated 20 April 2010 (as amended from time to time) between the Head Company of the Telstra Tax Consolidated Group and each member of the Telstra Tax Consolidated Group including Sunshine SPV.

“Telstra Tax Consolidated Group” has the meaning set forth in Section 5.15(k).

“Transaction Documents” means this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed in connection with the consummation of the transactions contemplated hereby.

“Transaction Expenses” means any of the following, to the extent paid on the Closing Date as contemplated by Section 2.05(f) and taken into account in determining the Closing Adjustment or that remain outstanding as obligations of any Company after the Reference Time but were delivered or relate to the period on or prior to the Reference Time:  (i) all fees, costs commissions and expenses (including legal, accounting, investment banking, broker’s, finder’s and other professional, management or advisory fees and expenses) incurred by or on behalf of, or required to be paid by in whole or in part, any of the Companies, or, as applicable, the Sunshine SPV Shares Seller, in connection with the negotiation and execution of this Agreement or the consummation of the transactions contemplated by the Transaction Documents or any other process to sell an interest in or assets of any of the Companies, (ii) any bonus, incentive and change in control, discretionary or retention or other compensatory payments (including the employer portion of any employment, payroll or similar Taxes, if any, associated therewith) payable to any current or former employees, officers, directors, consultants, or managers of any of the Companies that become payable as a result of the consummation of the transactions contemplated by the Transaction Documents, (iii) the Closing Date Employee Payments and any other amounts payable by any of the Companies in respect of any performance equity or phantom equity awards (including the employer portion of any employment, payroll or similar Taxes, if any, associated therewith), including, for the avoidance of doubt, with respect to the Executive Interim Distribution Plan and Sensis’ 2014 Participation Plan, payable in connection with the consummation of the transactions contemplated by the Transaction Documents, (iv) any severance or redundancy entitlements that any Senior Employee (other than any person listed on Section A-4 of the Disclosure Letter) would be entitled to if his or her employment was terminated on or after the Closing Date pursuant to any Contract, or amendment thereto, executed on or after October 16, 2019, provided, however, that, with respect to any amendment to any severance or redundancy entitlement executed after October 16, 2019, the amount that shall constitute a Transaction Expense shall be limited to the incremental increase over the amount to which such Senior Employee was entitled prior to such amendment, and (v) any of the obligations and amounts described in Section A-1 of the Disclosure Letter.

“Transfer Taxes” means any sales Tax, use Tax, direct or indirect real property transfer Tax, documentary stamp Tax, stamp duty, stamp duty reserve Tax, value added Tax or similar Taxes and related fees, together with any interest and any penalties, additions to tax or additional amounts imposed by any Tax Authority with respect thereto.

“Transfer Taxes Schedule” has the meaning set forth in Section 2.04(e).

“Trapped Cash” means (i) all deposits (including, sublease tenant deposits), and (ii) all cash equivalents and cash of the Companies which is either (A) outside of Australia which is not capable of being lawfully spent, distributed as a dividend or released by any of the Companies from the jurisdiction in which it is situated within a period of 90 days without deduction, withholding or additional cost (other than general foreign exchange controls applicable in jurisdictions in which the relevant Company operates and the de minimis administrative costs of transfer from a bank account incurred in the ordinary course of business) or (B) not available for immediate use because it is securing obligations or liabilities of any Person, including obligations of Debt or under any Contract.

“Treasury Regulations” means the Treasury regulations promulgated under the Code.

“UK Subsidiary” means each Subsidiary that is organized under the laws of England and Wales, all of which are listed as a UK Subsidiary on Section 5.02(b) of the Disclosure Letter.

“VAT” means any: (i) tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) (including, in relation to the United Kingdom, value added tax imposed by the Value Added Tax Act 1994 and legislation and regulations supplemental thereto); and (ii) other Tax of a similar nature (including, without limitation, sales tax, use tax, consumption tax and goods and services tax), whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in (i), or elsewhere.

“Valuation Date” has the meaning set forth in Section 5.13(o).

EXHIBIT B

AGREED ACCOUNTING PRINCIPLES AND

SCHEDULE 1

SCHEDULE 2

Prior to the Closing, and in the following order, the Sellers have taken the following:

1. Sunshine declared and paid a A$60,000,000 cash dividend, which was left outstanding, to the direct holders of its Shares pro rata as follows: (i) A$42,000,000 to Project Strawberry Holding Limited (“Strawberry”) (“Receivable I”) and A$18,000,000 to Telstra Corporation Limited (“Telstra”) (the “First Sunshine Dividend”).

2. Immediately following the First Sunshine Dividend, Strawberry declared and paid a dividend in specie of A$42,000,000 to Sensis Holding II Limited (“Sensis II”), payable to Sensis II by assignment of Receivable I to Sensis II (the “First Strawberry Dividend”).

3. Immediately following the First Strawberry Dividend, Sensis II declared and paid a dividend in specie of A$28,440,205.32 to Holdings, payable to Holdings by part assignment of Receivable I to Holdings (the “First Sensis II Dividend”).

4. Immediately following the First Sensis II Dividend, Sensis II assigned the remaining A$13,559,794.68 of Receivable I to Holdings, in consideration for the reduction in the existing inter-company balance between Sensis II and Holdings by the same amount.

1. On 23 February 2021, Sunshine declared and paid a fully franked dividend of A$100,000,000 to the direct holders of its Shares pro rata and which amounts were immediately loaned back to Sunshine by Strawberry and Telstra (respectively) as follows: (i) A$70,000,000 to Strawberry (“Receivable 2”) and A$30,000,000 to Telstra (the “Second Sunshine Dividend”).

2. Immediately following the Second Sunshine Dividend on 23 February 2021, Strawberry declared and paid a dividend in specie of A$70,000,000 to Sensis II, payable to Sensis II by assignment of Receivable 2 to Sensis II (the “Second Strawberry Dividend”).

3. Immediately following the Second Strawberry Dividend on 23 February 2021, Sensis II declared and paid a dividend in specie of A$49,257,871 to Holdings, payable to Holdings by part assignment of Receivable 2 to Holdings (the “Second Sensis II Dividend”).

4. Immediately following the Second Sensis II Dividend, Sensis II assigned the remaining A$20,742,129 of Receivable 2 to Holdings, in consideration for the reduction in the existing inter-company balance between Sensis II and Holdings by the same amount.

5. On 26 February 2021, the board and shareholders of Sensis II passed resolutions to (i) re-categorise the Second Sensis II Dividend as an intra-group loan outstanding from Holdings to Sensis II in an amount of A$49,257,871 ("Intra-Group Loan"), and (ii) subsequently declared a dividend in specie of A$49,257,871 to Holdings which was satisfied by the release of Holdings from its liability to repay the Intra-Group Loan.

SCHEDULE 3

See attached.

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