JMWT LIMITED (company no. 8228033) (the "Company") MINUTES of a meeting of the board of directors of the Company held at on 3 October 2012. PRESENT: Leon Black (chairman) Eileen Alexanderson 1 Notice and quorum The chairman reported that due notice of the meeting had been given, that a quorum of directors was present and that the meeting was therefore duly constituted. 2 Purpose of meeting The chairman reported that the purpose of the meeting was to consider and. if thought fit, approve: 2.1 the proposed entry by the Company into the Subscription Agreement (as defined below); 2.2 the issue of 100 ordinary shares ('Shares") by the Company to JMWT Midco Limited ("Midco") for a total subscription price of £41,205,000 (the *Subscription Price"), (the "Issue"); and 2.3 the proposed purchase by the Company of the entire issued share capital of Phaidon Press Limited (the 'Purchase"), and the entry by the Company into various documents relating to the Purchase. 3 Documents produced to the meeting The following documents (together the "Documents") were produced to the meeting: 3.1 a copy of a subscription letter received from Midco applying for the Shares for the Subscription Price; 3.2 a draft subscription agreement to be entered into between JMWT Acquisition LLP (1), JMWT TopCo Limited (2), Midco (3) and the Company (4) (the 'Subscription Agreement"); 3.3 a copy of a share purchase agreement entered into between Annopol (Holdings) Ltd, Mr. David Davies, Mr. Andrew Price, Ms. Amanda Renshaw and Ms. Amanda Ridout (1), Mr Richard Schlagman (2) and the Company (3) (the 'Share Purchase Agreement"); 3.4 a copy of a disclosure letter (the "Disclosure Letter") signed by Annopol (Holdings) Ltd, Mr. David Davies. Mr. Andrew Price, Ms. Amanda Renshaw, Ms. Amanda Ridout and the Company, being the disclosure letter referred to in the Share Purchase Agreement; and 3.5 a set of the agreed form documents (the "Agreed Form Documents') referred t