Common use of Completion Clause in Contracts

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. 4.1 Subject to the conditions relevant Conditions Precedent being satisfied or waived, on the relevant Completion Date, (i) the Investor shall transfer Instalment 1 or Instalment 2 (as applicable) to QIWI in accordance with and subject to the terms of this Agreement and with those implied covenants set out in Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations of each Part 1 of the Parties under Clause 5.3 below are interdependent U.K. Law of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3Property Miscellaneous Provisions Act 1994 where a disposition is expressed to be made with full title guarantee, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller QIWI shall issue the Subscription Shares 1 or Subscription Shares 2 (aas applicable) provide with full title guarantee, fully paid, free from all Encumbrances and ranking pari passu with other Shares in QIWI and with all the rights attaching to its Depository Participant duly executed DP Instructions in them under the prescribed form for Articles. 4.2 Pursuant to clause 4.1, the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which Completion shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date arranged as follows: (i) By 4.2.1 on Completion Date 1, QIWI shall issue and allot to the mutual written consent Investor the Subscription Shares 1, and in consideration of the Purchaser issue and allotment of the Subscription Shares 1 the Investor shall transfer to QIWI Installment 1 as a contribution in kind (the Completion 1) pursuant to Transfer Agreement 1; and 4.2.2 on Completion Date 2, QIWI shall issue and allot to the Investor the Subscription Shares 2, and in consideration of the issue and allotment of the Subscription Shares 2 the Investor shall transfer to QIWI Installment 2 as a contribution in kind (the Completion 2) pursuant to Transfer Agreement 2. 4.3 Each of Completion 1 and Completion 2 shall take place simultaneously at the offices of QIWI in Nicosia, Cyprus and the Selleroffices of the Notary in Moscow, Russia or at such other place as the Investor and QIWI may agree. 4.4 On each Completion Date the Parties shall observe, deliver or perform (iior ensure that there is observed, delivered or performed) By all those documents, items and actions respectively listed in relation to that Party in Schedule 2. 4.5 No Party shall be obliged to continue to Completion 1 or Completion 2, as the Sellercase may be, upon written unless the other Party complies fully with the respective provisions of clause 4 and Schedule 2. 4.6 If either Party fails to comply with its respective obligations under clause 4 above in any respect, the other Party may, without prejudice to any other rights it may have, elect by notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only other Party to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of defer the Completion Date1 or Completion 2, and such violationas the case may be, breach or inaccuracy has to a date being not been waived by the Seller or cured by the Purchaser within 20 more than 15 (twentyfifteen) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller Date 1 or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall Completion Date 2 would otherwise have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactionstaken place. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, (A) Completion shall take place on within 3 Business Days following the Completion Date. 5.2. The obligations satisfaction of each of all the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified conditions precedent referred to in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: 2 (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date no later than 30 April 2024 or such later date as may be mutually agreed by all the parties hereto in writing) at the principal place of business of the Company, or other such place as may be agreed between the Parties parties in writing Hong Kong. (“Long Stop Date”); provided that the Seller shall B) At Completion, all (but not be entitled to terminate this Agreement pursuant to this Clause 5.4(iipart only) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions following business shall be transacted:- (which term for i) the purposes Company shall convene a board meeting to approve the allotment and issue of this Clause 5.4(iithe Subscription Shares to the Investor or his nominee and the issue of the share certificates and entry of the particulars of Investor or his nominee into the register of members of the Company; (ii) the Company shall not include deliver to the Financing);Investor share certificates in respect of the Subscription Shares with the issue date being the date of Completion; and (iii) By the Purchaser, upon written notice Investor shall deliver to the Seller, if Company:- (a) applications completed by himself and/or his nominee for the conditions allotment of the Subscription Shares to be subscribed hereunder substantially in the form set out in Clauses 3.2 and 3.3 have not been satisfied the Schedule; (b) a cashier order or satisfied subject only cheque in respect of payment for the Subscription Shares at the Subscription Price to Completion where applicable) the Company or waived (where applicable) on or before the Long Stop Date; as it may direct provided that notice shall be given by the Purchaser shall not be entitled Company to terminate this Agreement pursuant the Investor one Business Day prior to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions.Completion; (ivC) By In the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause event that any of the conditions set forth business referred to in Clause 3.2 and/or 3.3(i4(B) are not to be satisfied), upon written notice transacted to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, satisfaction of the Purchaser contained in this AgreementInvestor, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority Investor shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above,right:- (i) this Agreement shall become void to defer Completion in respect of the Subscription Shares to a date not more than 30 days thereafter and of no further force and effect; provided, however, so that the provisions of this Clause 5.5 and Clauses 1 4(A) to (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (SupersessionB) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of apply to the provisions of this Agreement prior to such terminationcompletion as so deferred); andor (ii) if applicable, the Observer shall no longer be entitled to attend the meetings proceed to Completion in respect of the Board Subscription Shares, subject to its rights to claim for damages; or (or any committee thereofiii) and to terminate its obligations hereunder in respect of its subscription for the nominees Subscription Shares whereupon all obligations of the Purchaser appointed on Investor to subscribe for the Board in accordance with Clause 6.2 Subscription Shares shall resign with immediate forthwith lapse and shall be of no effect.

Completion. 5.1. Subject to 3.1 Completion of the conditions investment by the Investor for the Investor Shares shall take place at The Rainmaking Loft, Xxxxxxxxxxxxx Xxxxx, 0 Xx Xxxxxxxxx’s Way, London E1W 1UN on the Completion Date (or at such other time and place as the Company and the Investor shall agree) when the events set out in Clauses 3.1, clause 3.2 and 3.3, Completion below shall take place on in such order as the Completion DateInvestor may require. 5.2. 3.2 The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion following events shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On on the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, 3.2.1 each Investor shall pay the Purchaser shall remit Company the Purchase Consideration (amount set out against its name in immediately available funds) the table at clause 2.1 by electronic transfer to the SellerCompany's bank account at [NAME OF BANK], [SORT CODE], account number [NUMBER]. Payment made in accordance with this clause 3.2.1 shall constitute a good discharge for each Investor’s Bank Account.obligations under this clause 3; (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in 3.2.2 the prescribed form for the transfer passing of resolutions of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transactedShareholders to: (a) adopt the appointment Articles (b) [increase the authorised share capital of directors nominated the Company from [£][€][AMOUNT] to [£][€][●];] (c) [re-designate each [CLASS] share of [£][€][AMOUNT] in the capital of the Company as [NUMBER] Ordinary Shares of [£][€][AMOUNT] in the capital of the Company] [Note: if necessary, the Founders’ shares will be re-designated as Ordinary Shares so the shares held by the Purchaser on Investor and the Founders shall share the same rights]; (d) waive pre-emption rights in respect of the allotment and issue of the Investor Shares; (e) grant the directors of the Company authority to allot the Investor Shares; and (f) [OTHERS]. 3.2.3 a meeting of the Board shall be approved; andheld at which the Company shall: (a) adopt the Articles; (b) an extra-ordinary general meeting subject to receipt of the shareholders payment referred to in clause 3.2.1, issue and allot the Investor Shares credited as fully paid to each Investor as set out in the table at clause 2.1 (or such person as it shall direct) and enter the Investor’s name in the register of members in respect of them; (c) execute and deliver to the Investor a share certificate for the Investor Shares; (d) pass any other resolutions required to carry out the Company's obligations under this agreement; and 3.2.4 the Founders shall be instructed to file all appropriate resolutions and forms with the Registrar of Companies within the time limits prescribed for filing each of them; and 4.1 Each party to the agreement warrants to each of the other parties that: 4.1.1 it has the power and authority to enter into and perform its obligations under this agreement; 4.1.2 when executed, its obligations under this agreement will be binding on it; and 4.1.3 execution and delivery of, and performance by it of its obligations under this agreement will not result in any breach of applicable law. 4.2 The Warrantors jointly and severally warrant to the Investor that: 4.2.1 [the Company]/[each Group Company] has been duly incorporated and validly exists under the laws of its jurisdiction; 4.2.2 the information contained or referred to in Schedule 2 is true, complete and accurate and not misleading; 4.2.3 [each Group Company]/[the Company] (and/or its affiliates) is not engaged in any litigation, arbitration or other legal proceedings and there are no written claims threatened against [the Company]/[any Group Company] (and/or its affiliates); 4.2.4 any and all tax for which the Company has been assessed or that has or shall become due has been paid in full; 4.2.5 the Company has properly filed all tax returns required to be filed pursuant to any relevant law; 4.2.6 [the Company]/[each Group Company] is not subject to any disagreement or dispute with any tax authority regarding the tax position of the Company; 4.2.7 the Founders are the legal and beneficial owners of the number of [CLASS] shares set opposite their respective names in Part 1 of Schedule 1 and such shares are held by the, fee from all encumbrances and with all rights attaching to them; 4.2.8 [all shares in the Subsidiary are held legally and beneficially solely by the Company free from all encumbrances and with all rights attaching to them;] 4.2.9 all of the shares set out in Part 1 of Schedule 1 are fully paid and comprise the entire issued share capital of the Company and are held free from all encumbrances and with all rights attaching to approve them; 4.2.10 the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement Company has prevented or materially delayed the consummation of the Transactions (which term taken all steps necessary for the purposes fullest protection necessary of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 all Intellectual Property and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived know-how used by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such terminationit; and (ii) if applicable, 4.2.11 all Intellectual Property which is used by or material to the Observer shall no longer be entitled to attend the meetings business of the Board Company is (or any committee thereofin the case of applications, will be) legally and beneficially vested exclusively in the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectCompany.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3Completion Conditions having been satisfied or waived by the [Investors], Completion shall take place on the Completion Date. 5.2Date once the events set out in clause 4.2 have occurred. The obligations of At Completion the following events shall occur: each Investor shall pay the sum set out against its name in column 3 of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all table in clause 3.1 (being the aggregate subscription price for the [First Tranche Shares] [New Shares] [Note: amend as appropriate]) [less any fees and disbursements referred to in clause 17.1] by electronic funds transfer to the bank account of the obligations specified [Company] [Company’s Solicitors] [Note: amend as appropriate] as set out below and payment made in Clause 5.3, have been simultaneously complied accordance with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser this clause 4.2 shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form constitute a good discharge for the transfer Investor of its obligations under this clause 4.2: Account name : [ ] Bank : [ ] Account number : [ ] Sort code : [ ] IBAN : [ ] Swift Code : [ ] a meeting of the Sale Shares to the Demat Account of the Purchaser (details of which Board shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business Company shall: issue the [First Tranche Shares] [New Shares] [Note: amend as appropriate] credited as fully paid to the Investors and enter their names in the register of members in respect thereof; execute and deliver to the Investors certificates for the [First Tranche Shares] [New Shares]; [Note: amend as appropriate] [accept the resignations of each of [●] and [●] as directors of the Company;] appoint [●] and [●] as Investor Directors; [and] [approve and authorise the execution by the Company of the Service Agreements]; [and] pass any such other resolutions as may be required to carry out the obligations of the Company under this agreement. [the Company and each of the Founders shall be transacted: enter into the Service Agreements.] [Subject to (a) the appointment of directors nominated Milestones having been satisfied or waived by [the Investors] [an Investor Majority] by the Purchaser on Milestone Date (the Board shall be approved; and “Milestone Determination”) and (b) the remaining Second Completion Conditions having been satisfied or waived by [the Investors] [an extra-ordinary general meeting of Investor Majority], Second Completion shall take place on the shareholders of Second Completion Date once the Company to approve the matters events set out in Clause 5.3(iii)(a) clause 4.6 have occurred. [For the avoidance of doubt, if an Investor Majority has determined that the Second Completion Conditions have been satisfied or waived, all Investors shall be obliged to subscribe simultaneously for their respective Second Tranche Shares on the Second Completion Date and the amendment provisions of the Articles of Association clauses 4.3 to 4.7 (inclusive) shall be convenedapply equally to all Investors. 5.4. This Agreement ] [Notwithstanding clause 4.3, each Investor may be terminated on or prior to the Completion Date as follows: at its option (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon by written notice to the Purchaser, if Company copied to each other Investor) require the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only Company at any time prior to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Milestone Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation accept its subscription for its allocation of the Transactions Second Tranche Shares irrespective of whether the Second Completion Conditions have been satisfied, in which event the Founders (which term in so far as they are legally able to do so) and the Company shall effect Second Completion for that Investor on the purposes date so specified by that Investor, and the requirements of this Clause 5.4(ii) clause 4.6 shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out apply in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided respect of that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation Investor for such Second Completion.] Each of the Transactions. (iv) By Company and the Seller (if Founders shall notify the Seller Investors as soon as it or they become aware of any fact or circumstance which has caused or will or is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as likely to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) Second Completion Conditions not to be satisfied. At Second Completion the following events shall occur: each Investor shall pay the sum listed against its name in column 3 of the table set out in clause 3.2 (being the subscription price for the Second Tranche Shares subscribed by each Investor) by electronic funds transfer to the bank account of the [Company] [Company’s Solicitors] [Note: amend as appropriate] and payment made in accordance with this clause 4.6 shall constitute a good discharge for each Investor of its obligations under clauses 4.3 to 4.7 (inclusive); a meeting of the Board shall be held at which the Company shall: issue the Second Tranche Shares credited as fully paid to the Investors and enter their names in the register of members in respect thereof; execute and deliver to the Investors certificates for the Second Tranche Shares; and pass any such other resolutions as may be required to issue the Second Tranche Shares. [If an Investor does not subscribe for its Second Tranche Shares (the "Surplus Shares") on the Second Completion Date in accordance with the requirements of clauses 4.3 and 4.6 or under clause 4.4 (a "Defaulting Investor") (the date of such default being the "Default Date"), then the following shall apply: Each of the Investors (other than the Defaulting Investor) shall have the right (but not the obligation) within [30 days] of the Default Date to subscribe for the Surplus Shares pro rata to its participation in Second Completion (excluding the Defaulting Investor) and shall be entitled (but not required), with the consent of the other such Investors, within this period to subscribe for any excess Surplus Shares if any of the other Investors do not wish to subscribe for their pro rata amount of Surplus Shares, which excess Surplus Shares shall be apportioned in the amounts so subscribed, unless there are insufficient excess Surplus Shares to satisfy all such subscriptions, in which case such excess Surplus Shares shall be allotted to those subscribing Investors pro rata to the participation in Second Completion by those subscribing Investors which procedure shall be repeated until all Surplus Shares have been allocated but no allocation shall be made for more than the amounts that have been so subscribed. [In addition to and without prejudice to all other rights and remedies available to the parties, including without limitation the right to bring a claim for breach of contract, a Defaulting Investor shall be deemed (unless the Company and the Investor Majority (which shall not include the Defaulting Investor) have determined that this clause will not apply), upon the Default Date, to have served an irrevocable and unconditional written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, Company of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any conversion of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as all of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser its holdings of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion Series A Shares into Ordinary Shares in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach article [9.1] of the provisions of this Agreement prior New Articles and shall be required to such termination; and (ii) if applicable, comply with the Observer shall no longer be entitled to attend requirements set out in article [9] the meetings New Articles in respect of the Board (or any committee thereof) and the nominees conversion of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectsuch shares.] [Note: see drafting note.]

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the The Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (aexecute an instrument of transfer in respect of the Sale ADSs to the Purchaser as contemplated by Section 2.04 of the Deposit Agreement, deliver it to the Purchaser together with the depositary receipt(s) provide representing the Sale ADSs, and instruct the Depositary to its Depository Participant duly executed DP Instructions in the prescribed form for register the transfer of the Sale Shares to ADSs in the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account name of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, the Seller shall also procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion shall take place on not later than 15 April 2021 (or such later date as the Parties may agree in writing) (“Completion Date”) and at such place as the Parties may agree when all (but not some only) of the events described in this Clause 4 shall occur. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller 4.2 Company shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) Allot and issue all the appointment of directors nominated by the Purchaser on the Board shall be approvedSubscription Shares credited as fully paid; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior deliver to the Completion Date as followsSubscriber: (i) By the mutual written consent a certified true copy of the Purchaser resolutions of the Board approving and authorising the execution and completion and performance of the transactions contemplated under this Agreement and the Seller.issue of the Subscription Shares credited as fully paid to the Subscriber; (ii) By a certified true copy of the Seller, upon written notice resolution of the Shareholders approving and authorising the directors of the Company to take all other steps required by the Company to allot and issue the Subscription Shares to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement Subscriber pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing)Agreement; (iii) By a certified true copy each of the Purchaserresolutions of the Board and Shareholders respectively, upon written notice approving and authorising the issue of [*****] ordinary shares of [*****] each or the Subscription Shares at the Subscription Price, whichever applicable and pursuant to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Subscription Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions.herein; (iv) By a duly issued share certificate in the Seller (if the Seller is not in material breach name of the Seller Warranties, covenants or agreements under this Agreement so as to cause any Subscriber in respect of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date.Subscription Shares; (v) By the Purchaser (if the Purchaser is not in material breach consents and waivers of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any Existing Shareholders of the conditions set forth Company of all rights of pre-emption and other rights which they may have in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, respect of the Seller contained issue of the Subscription Shares and other matters contemplated in this Agreement, which violation, breach or inaccuracy would cause any ; (d) enter the name of the conditions set forth Subscriber in Clauses 3.2 and/or 3.3(i) not to be satisfied as the register of members of the Completion DateCompany as the holder of the Subscription Shares. 4.3 At Completion, the Subscriber shall: (a) pay the Subscription Funds to the Company in the manner specified in Clause 2.1; (b) deliver to the Company the Power of Attorney in substantially the form and content of the power of attorney attached in Third Schedule herein; and (c) deliver to the Company certified true copy of the resolutions of the board of directors and shareholders (as applicable) of the Subscriber approving and authorising the execution, completion and performance of this Agreement, including but not limited to the grant, execution and performance of the Power of Attorney and such violationmatters contemplated therein. 4.4 Without prejudice to any other remedies available to either party, breach or inaccuracy has if in any respect the provisions of this Clause 4 are not been waived complied with by the Purchaser Company or cured by the Seller within 20 Subscriber, as the case may be, at Completion, the Subscriber or the Company (twentyas the case may be) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date.may: (via) By the Seller or the Purchaser, upon written notice defer Completion to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, date not later than 31 May 2021 (i) this Agreement shall become void and of no further force and effect; provided, however, so that the provisions of this Clause 5.5 and Clauses 1 4.4. shall apply to Completion as so deferred); or (Definitions and Interpretation), 11 b) proceed to Completion so far as practicable (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire without prejudice to its rights under this Agreement), 14.6 ; or (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersessionc) and 14.11 (Expenses) shall survive the termination of rescind this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of (without prejudice to its accrued rights under this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectAgreement).

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion shall take place on on, and in any event by no later than the first Business Day immediately after, the date of ATA Completion Dateat the offices of Xxxxxxxxx and May at Xxx Xxxxxxx Xxx, Xxxxxx XX0X 0XX (or at such other place as the parties may agree). 5.2. The obligations 4.2 On or before the date of each Completion, the Company shall procure that a meeting of the Parties under Clause 5.3 below are interdependent of each other. The Completion Board shall not occur unless all of be held at which the obligations specified in Clause 5.3, have been simultaneously complied with Board will approve and are fully effective. 5.3. On the Completion Dateauthorise: (ia) Subject the issue and allotment of the Subscription Shares, credited as fully paid, to deductions pursuant the Investor, free from Encumbrances and ranking pari passu in all respects with the existing Shares; (b) the entry of the Investor’s name in the Company’s register of members as holder of the Subscription Shares; and (c) the Company Secretary to Clause 4.4, file all appropriate resolutions and forms with the Purchaser Registrar of Companies within the time limits prescribed for filing each of them. 4.3 On the date of Completion: (a) the Investor shall remit the Purchase Consideration (pay an amount in cash in immediately available funds) funds equal to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares Subscription Amount to the Demat Account of Company by electronic transfer to the Purchaser Company’s bank account (details of which shall be provided to the Seller Investor in writing as soon as practicable after at least 5 Business Days prior to Completion) and payment made in accordance with this sub-clause 4.3(a) shall discharge the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit obligations of the Sale Shares to the Demat Account of the Purchaser. Investor under clause 2.1 (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approvedSubscription); and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as followsshall: (i) By deliver to the mutual written consent Investor a copy of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation minutes of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation meeting of the Transactions. (iv) By the Seller (if the Seller is not Board referred to in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such terminationclause 4.2; and (ii) if applicableprocure the crediting of the Subscription Shares to the CREST account of the Investor as shall have been notified to the Company by the Investor in writing at least three (3) Business Days prior to Completion unless the Investor has served notice pursuant to clause 2.3(b), when in such circumstances it shall execute and deliver to the Investor a share certificate in respect of the Subscription Shares. 4.4 The Company shall procure that Admission occurs on the Business Day next following the date of Completion. 4.5 The Company shall procure that, promptly after Completion, the Observer shall no longer be entitled to attend Investor is registered as the meetings holder of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board Subscription Shares in accordance with Clause 6.2 regulation 20 of the CREST Regulations unless the Investor has served notice pursuant to clause 2.3(b), when in such circumstances it shall resign with immediate effectenter the name of the Investor in the register of members in respect of the Subscription Shares.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place at the offices of the Seller’s Solicitors on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified 5.2 Subject to any extension in Clause 5.3accordance with clause 5.7, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transactedDate means: (a) the appointment fifth Business Day after all of directors nominated the Conditions are satisfied or waived; or (b) any other date agreed in writing by Seller and Buyer. 5.3 At least five Business Days prior to the Purchaser on date fixed for Completion, Seller, acting reasonably and in good faith (but otherwise without liability), shall provide to Buyer a written estimate of the Board shall be approvedCompletion Accounts and the Statement, including each of the following, together with a certificate from the Seller’s accountants as to the accuracy of each such estimate: (a) the Working Capital Amount (the “Estimated Working Capital Amount”); (b) the Debt (the “Estimated Debt”); and (bc) the Cash (the “Estimated Cash”). 5.4 On Completion the Seller or the Czech Seller (as the case may be) shall deliver to or, if the Buyer shall so agree, make available to the Buyer: (a) an extra-ordinary general extract of the minutes of a duly held meeting of the shareholders directors (or a duly constituted committee thereof) of each of the Company to approve the matters set out in Clause 5.3(iii)(a) Seller and the amendment Czech Seller (and, to the extent available, the Seller Guarantor) authorising the execution by each of the Articles Seller, the Czech Seller and the Seller Guarantor of Association shall this document and any document to be conveneddelivered by the Seller, the Czech Seller and/or the Seller Guarantor at or prior to Completion (including each Transaction Agreement) and, where such execution is authorised by a committee of the board of directors of the Seller, the Czech Seller and/or the Seller Guarantor, an extract of the minutes of a duly held meeting of the directors constituting such committee or the relevant extract thereof); (b) transfers in common form relating to all the Company Shares duly executed in favour of the Buyer (or as it may direct); (c) a resolution of the Czech Seller, as the sole shareholder of Cyberview Czech, acting in the capacity of Cyberview Czech’s general meeting in accordance with Section 132 of Act No. 513/1991 Coll., Commercial Code as amended, of the Czech Republic, resolving to divide the Czech Share into two parts (consistent with the division of the Czech Share as contemplated in the Czech Transfer Agreement), such resolution being in the form of the Czech notarial deed prepared by a Czech notary in the Czech Republic, in a form acceptable to the Buyer, acting reasonably; 5.4. This (d) the Czech Transfer Agreement duly executed in favour of the Buyer and SG Global duly notarised and apostilled; (e) share certificates representing the Company Shares; (f) resignations in the Agreed Form duly executed as deeds, of the directors of any Group Company set forth on schedule 10, or as the Buyer may specify by notice to the Seller no later than 5 Business Days prior to Completion, from their offices as director any Group Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against any Group Company; (g) if so required by the Buyer no later than 5 Business Days prior to Completion, the written resignations of the auditors of each Group Company containing an acknowledgement that they have no claim against any Group Company for compensation for loss of office, professional fees or otherwise and a statement under section 519(1) of the Companies Xxx 0000; (h) the common seals, certificates of incorporation and statutory books, share certificate books and cheque books of each Group Company; (i) an officer’s certificate executed on behalf of the Seller to the effect that (i) the Warranties are true and correct and not misleading in any respect at Completion that would give rise to a right to terminate under clause 14.1(e); and (ii) there has been no material breach by the Seller of any of its obligations under this Agreement required to be performed at or prior to Completion; (j) each Transaction Agreement duly executed by the Seller and each of its Related Persons that is required to be a party thereto; (k) title deeds and other documents relating to the Properties, excluding the Manchester Property (except to the extent that the same are in the possession of mortgagees pursuant to mortgages disclosed in schedule 5); (l) irrevocable powers of attorney from the Seller in a form satisfactory to the Buyer (acting reasonably) relating to the exercise of rights in respect of the Shares pending their registration in the name of the Buyer and/or its nominee; (m) to the extent not in the possession of any Group Company all books of account concerning the businesses of that Group Company; (n) to the extent not in the possession of any Group Company, copies of all licences, consents, permits and authorisations obtained by or issued to that Group Company; (o) to the extent not in the possession of any Group Company, all books and records of that Group Company relating to the employees and/or directors of that Group Company; (p) an acknowledgement from the Seller in a form satisfactory to the Buyer (acting reasonably), to the effect that: (i) there is no Intra-Group Indebtedness owing at Completion; (ii) all Contracts between a member of the Seller’s Group, on the one hand, and a Group Company, on the other hand, other than the Transaction Agreements, have been terminated and have ceased to have effect on or prior to Completion, and that all rights and obligations of the parties thereto thereunder have ceased to have effect; (iii) the Pre-Completion Date Dividends have been paid prior to Completion and specifying the amount or character thereof; and (iv) no Group Company has any liability or obligation in respect of Financial Debt as followsat Completion; (q) share certificates relating to all of the issued shares that the Company owns in the capital of each of the Subsidiaries; (r) duly executed releases in a form acceptable to the Buyer, acting reasonably, of all Encumbrances, except Permitted Encumbrances, to which any of the Group Companies is party together with any forms or other documents to release or evidence release of such Encumbrances in any relevant jurisdiction; (s) the deed of amendment, substitution of principal employer and cessation of participation, in a form acceptable to the Buyer, acting reasonably, duly executed by the Seller and the Trustee of the IGT UK Group Pension Scheme; (t) a resolution of the Czech Seller, the sole shareholder of Cyberview Czech, acting in the capacity of Cyberview Czech’s general meeting in accordance with Section 132 of Act No. 513/1991 Coll., Commercial Code as amended, of the Czech Republic, resolving to: (i) By the mutual written consent remove each of the Purchaser and the Seller.existing directors; (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation appoint each of the Transactions (which term for persons as the purposes Buyer nominates to be the directors of this Clause 5.4(ii) shall not include the Financing)Cyberview Czech; (iii) By appoint such person as the Purchaser, upon written notice Buyer nominates to be the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Dateauditor; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions.and (iv) By amend the Seller (if the Seller is not in material breach articles of the Seller Warranties, covenants or agreements under this Agreement so as to cause any association of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion Cyberview Czech in accordance with Clause 5.4 above,the Buyer’s instructions to: (i) change the registered office; and (ii) change the accounting reference date to 31 December; such resolution to be in the form of a Czech notarial deed prepared by a Czech notary in the Czech Republic, in a form acceptable to the Buyer, acting reasonably; (u) either: (i) this Agreement shall become void an original extract from the companies register of the Czech Seller with an apostille certification, such extract showing the name, the registered office and the directors of no further force the Czech Seller; or (ii) an original or certified copy of the certificate of incorporation of the Czech Seller, with an apostille certification, and effect; providedan original confirmation of the Czech Seller’s company secretary (with an apostille certification) stating the name, however, registered office and names of directors of the Czech Seller as well as confirmation that the provisions of this Clause 5.5 and Clauses 1 person who shall sign the Czech Transfer Agreement is authorized to do so (Definitions and Interpretationif applicable), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (iiv) if applicable, the Observer shall no longer be entitled original of a power of attorney, with an apostille certification, pursuant to attend which the meetings Czech Transfer Agreement has been executed by the Czech Seller; (w) evidence in a form acceptable to the Buyer, acting reasonably, of the Board termination of each overdraft facility of each Group Company; and (or any committee thereofx) the deed of cessation of participation, in a form acceptable to the Buyer, acting reasonably, duly executed by the Seller and the nominees Trustee of the Purchaser appointed IGT-UK-Group Limited Group Life Assurance Plan. 5.5 The Seller and the Czech Seller, as applicable, shall procure the passing of board resolutions of each Group Company, in a form acceptable to the Buyer, acting reasonably, at Completion (in the case of Cyberview Czech the resolution may be adopted in the Czech Republic and delivered at Completion in a copy by e-mail or facsimile, with the original being delivered to the Buyer promptly, and in any event within five Business Days, after Completion): (a) sanctioning for registration (subject where necessary to due stamping) the transfers in respect of the Shares, except for Cyberview Czech; (b) appointing such persons as the Buyer nominates to be the directors and secretary of each Group Company, except for Cyberview Czech; (c) appointing such persons as the Buyer nominates to be the auditors of each Group Company, except for Cyberview Czech; (d) revoking and/or revising all banks mandates for each Group Company as the Buyer requires, and giving authority in favour of such persons as the Buyer may nominate to operate the bank accounts thereof; (e) resolving that the registered office of each Group Company be changed as the Buyer requires; and (f) changing the accounting reference date of each Group Company, except for Cyberview Czech, to 31 December. 5.6 By no later than 2.00 p.m. on the Board Completion Date, subject to the Seller having complied with all the provisions of clause 5.4 and clause 5.5, the Buyer shall: (a) provide for the transfer by CHAPS of the Completion Payment to the Seller’s Account and the receipt of the Seller’s Solicitors shall be a good discharge to the Buyer (and, for the avoidance of doubt, the Buyer shall be under no obligation whatsoever with respect to the apportionment of the Completion Payment between the Seller and the Czech Seller); (b) deliver to the Seller the Tax Deed duly executed by the Buyer; and (c) deliver to the Seller each other Transaction Agreement duly executed by the member of the Buyer’s Group expressed to be a party thereto (including the notarised and apostilled Czech Transfer Agreement). 5.7 If in accordance any respect the material obligations of the Seller or the Czech Seller, on the one hand, or the Buyer on the other hand, are not complied with Clause 6.2 on Completion, the Buyer, if the Seller or Czech Seller is in default of its material obligations, or the Seller and Czech Seller if the Buyer is in default of its material obligations, shall resign with immediate effectnot be obliged to complete the sale and purchase of the Shares and may, in its absolute discretion, by written notice to the other party at the time Completion would otherwise be due to take place: (a) terminate this Agreement; or (b) elect to defer Completion by not more than 20 Business Days after the original date for Completion to such other date as it may specify in such notice (in which event the provisions of this clause 5.7 shall apply, mutatis mutandis, if the Seller or the Czech Seller, on the one hand, or the Buyer, on the other, fails or is unable to perform any such obligations), provided that neither the Seller nor the Czech Seller shall be able to exercise such rights if the Buyer can demonstrate to the reasonable satisfaction of the Seller that it has arranged for the transfer of the Completion Payment to the Seller’s Account, value date the Completion Date.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place on 5th November 2013 at the Completion Dateoffices of the Buyer’s Solicitors. 5.2. The obligations 5.2 At Completion, the Seller shall deliver (where appropriate as agent for the Company) to the Buyer: 5.2.1 transfers in respect of the Sale Shares, duly executed by the Seller in favour of the Buyer; 5.2.2 certificates for the Sale Shares and any other documents which may be required to give good title to the Sale Shares, and to enable the Buyer to procure registration of the same in its name; 5.2.3 the resignation of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all directors (other than those requested in writing by the Buyer to remain) and of the obligations specified secretary of the Company executed as a deed in Clause 5.3the agreed form; 5.2.4 the Company's certificate of incorporation, have been simultaneously complied with certificate of incorporation on change of name (if applicable), statutory registers, minute books, share certificate books and are fully effectiveall other books (all duly written up to date); 5.2.5 certified copies of board resolutions of the Company in the agreed form; 5.2.6 a certified copy of the minutes recording the resolution of the board of directors of the Seller authorising, amongst other things, the sale of the Sale Shares and the execution of the transfers in respect of them, the execution and delivery of this Agreement, the Tax Covenant and the Disclosure Letter. 5.3. On 5.3 The Seller shall procure that the Completion Date:auditors of the Company will resign when requested to do so by the Buyer. (i) Subject to deductions pursuant to Clause 4.45.4 Provided that the Seller complies with all their obligations under clause 4, the Purchaser Buyer’s Solicitors shall remit at Completion pay to the Purchase Consideration (in immediately available funds) Seller a sum of $3,150,000 less the deposit of $200,000USD and $48,552USD which have already been paid by way of telegraphic transfer to the Seller’s Bank AccountSolicitor’s client account. (ii) 5.5 The Seller solicitors to any party to this agreement are authorised to take delivery of any items under this agreement on behalf of that party, and their receipt shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form be a good discharge for the transfer of the Sale Shares those items to the Demat Account of party (and the Purchaser (details of which shall be provided solicitors to the Seller in writing as soon as practicable after the Execution Date); (bparty) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchasermaking delivery. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.14.1 Subject to Clause 4.3, the First Completion shall take place: (a) on the third Business Day after the satisfaction or waiver (as the case may be) of the last in time of the relevant Conditions (other than any such Condition (or any part thereof) which may only be satisfied at First Completion); or (b) at such other time as may be agreed by the Parties in writing. Subject to Clause 4.3, and the conditions set out in Clauses 3.1satisfaction of the relevant Conditions (other than any such Condition (or any part thereof) which may only be satisfied at Second Completion), 3.2 and 3.3, the Second Completion shall take place on the same day as the date of, and immediately prior to, the issuance of shares in TM Home under the terms of the Restructuring as described in Recital (F), or such other time as may be agreed by the Parties in writing. 4.2 Each of the First Completion and Second Completion shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, at 42nd Floor, Edinburgh Tower, The Landmark, 00 Xxxxx’x Xxxx Xxxxxxx, Xxxx Xxxx, on the First Completion Date or the Second Completion Date. 5.2. The obligations , as the case may be, at 5:00 p.m. (Hong Kong time), or at such other time and/or place or by such method (including electronic exchange of each of documents) as the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held may agree at which time all (but not part only) of the following business shall shall, subject to Clause 4.3, be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and4.2.1 TM Home shall: (bA) an extra-ordinary general meeting allot and issue (i) in the case of the shareholders First Completion, the First Subscription Shares and (ii) in the case of the Company Second Completion, the Second Subscription Shares, in each case, to approve E-House and reflect the matters set out in Clause 5.3(iii)(a) and the amendment issue of the Articles relevant Subscription Shares in the register of Association shall be convened.members of TM Home; 5.4. This Agreement may be terminated (B) in the case of the Second Completion, on or prior to the Second Completion Date Date, undergo the Reverse Split; (C) deliver to each of E-House (or as followsit may direct) the definitive certificates in the name of E-House in respect of the relevant Subscription Shares; (D) procure the delivery to each of E-House and Alibaba Investment of a copy of the written resolutions or minutes of a meeting of the board of directors of TM Home duly passed or convened in accordance with its Constitutional Documents, approving and authorizing, among other things: (i) the execution and delivery of and performance of its obligations under this Agreement; (ii) the allotment and issue of the Subscription Shares to E- House pursuant to this Agreement and the updating of the register of members to reflect the issue of the relevant Subscription Shares; and (iii) any necessary action to be undertaken by TM Home for the purpose of giving effect to the transactions contemplated hereunder; and (E) deliver to each of E-House and Alibaba Investment a copy of an updated register of members which reflects the allotment and issue of the relevant Subscription Shares. 4.2.2 E-House shall: (A) procure the delivery to TM Home and Alibaba Investment of a copy of the written resolutions or minutes of a meeting of the board of directors of E- House duly passed or convened in accordance with its Constitutional Documents, approving and authorizing, among other things: (i) By the mutual written consent execution and delivery of the Purchaser and the Seller. performance of its obligations under this Agreement; (ii) By the Seller, upon written notice First Subscription; (iii) the Second Subscription; and (iv) any necessary action to be undertaken by the board of directors of the Investor for the purpose of giving effect to the Purchasertransactions contemplated hereunder; and (B) pay by electronic transfer in US dollars by way of electronic funds transfer in immediately available funds to the following bank account of TM Home and receipt of the total in cleared funds on the (i) First Completion Date, if the conditions set out subscription price of US$5,020.92 in Clauses 3.1 the case of the First Subscription and 3.3 have not been satisfied (ii) Second Completion Date, the subscription price of US$100,000 in the case of the Second Subscription, shall constitute a valid discharge of E-House’s obligations under Clause 2.3. Bank: Bank of Communications (Hong Kong) Limited Bank account holder: TM Home Limited Account no: 382-566-1-016204-01 SWIFT: XXXXXXXX (C) at First Completion, pay the Incentive Fee of US$1,275,000 by electronic transfer in US dollars by way of electronic funds transfer in immediately available funds to the following bank account of Alibaba Investment (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date other bank account as may be mutually agreed between notified by Alibaba Investment to E- House at least two Business Days prior to the First Completion Date) and receipt of the total in cleared funds on the First Completion Date shall constitute a valid discharge of E-House’s obligations under Clause 3.1.8: Bank: The Hongkong and Shanghai Banking Corporation Limited, Hong Kong Office Bank account name: Alibaba Investment Limited Account no: 808410625274 SWIFT: XXXXXXXXXXX Bank Code: 004 Branch Code: 808 4.3 No Party shall be obliged to complete the issuance and subscription of the relevant Subscription Shares at the First Completion or the Second Completion (as the case may be) hereunder unless all the Parties comply fully with their obligations under Clause 4.2 in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation respect of the Transactions First Completion or the Second Completion (which term for as the purposes case may be). 4.4 If any foregoing provision of this Clause 5.4(ii4 is not fully complied with, E-House, in the case of non-compliance by TM Home or Alibaba Investment, Alibaba Investment, in the case of non- compliance by E-House or TM Home, or TM Home, in the case of non-compliance by E- House or Alibaba Investment, shall be entitled (in addition to and without prejudice to all other rights or remedies available to it, including the right to specific performance and to claim damages) by delivery of a Notice to the other Parties: 4.4.1 to effect First Completion or Second Completion, as the case may be, so far as practicable notwithstanding the non-compliance which has occurred and without prejudice to its rights and remedies with respect to such non-compliance, provided that TM Home shall not include the Financing); (iii) By the Purchaserissue any Subscription Shares to E-House, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser E-House shall not be entitled cause TM Home to terminate this Agreement pursuant issue any Subscription Shares to this E-House, unless E- House has complied with its obligation under Clause 5.4(iii4.2.2(C) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions.in full; or (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as 4.4.2 to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been fix a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, new date for (i) this Agreement shall become void and of no further force and effect; providedFirst Completion, howeverbeing not later than the First Longstop Date, that or (ii) Second Completion, being not later than the Second Longstop Date, in which case the foregoing provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation)4.4 shall apply to First Completion or Second Completion, 11 (Announcements and Confidentiality)as the case may be, 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectas so deferred.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 6.1 Completion shall take place at the offices of AWI’s Solicitors (i) on the last Business Day of the month in which the last of the Conditions has been satisfied in accordance with this Agreement, or (ii) if the last of the Conditions is satisfied less than five (5) Business Days from the end of the month, on the last Business Day of the following month, or (iii) at such other time and venue as may be agreed in writing between the Parties (the “Completion Date”). 6.2 AWI shall notify (or shall procure a Group Company to notify) the Purchaser by e-mail no later than five (5) Business Days prior to the Completion Date of the following (the “Pre-Completion Notification”): (a) AWI’s good-faith estimate of the Consideration (the “Estimated Consideration”); and (b) the relevant bank accounts details into which the Consideration is to be paid on the Completion DateDate (the “AWI Account”). 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. 6.3 On the Completion Date: (ia) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration deliver or take (in immediately available funds) or cause to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (adelivered or taken) the appointment documents and actions listed in Part 1 of directors nominated by the Purchaser on the Board shall be approvedSchedule 7 (Completion); and (b) an extrasubject to compliance with Clause 6.3(a), AWI shall deliver or take (or cause to be delivered and taken) the documents and actions listed in Part 2 of Schedule 7 (Completion). 6.4 If any foregoing provision of this Clause 6 is not complied with in any material respect, the Purchaser (in the case of non-ordinary general meeting compliance by AWI) or AWI (in the case of non-compliance by the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(aPurchaser) and the amendment of the Articles of Association shall be convened.entitled (in addition to and without prejudice to all other rights or remedies available to it, including the right to claim damages) by written notice to the other Party, served on the Completion Date: 5.4. This Agreement may be terminated on or prior (a) to effect Completion so far as practicable having regard to any defaults which have occurred; or (b) to fix a new date for Completion not being later than five Business Days following the Completion Date in which case the foregoing provisions of this Clause 6.4 shall apply to the Completion Date as follows:so deferred; or (ic) By in the mutual written consent case of material non-compliance with Clause 6.3 (which, in the Purchaser case of AWI, shall only arise where AWI has failed to deliver (or procure the delivery of) paragraphs 1.1(a), 1.1(b) or 1.1(c) of Part 2 of Schedule 7 (Completion), and in the Seller. (ii) By the Seller, upon written notice to case of the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject shall only to Completion arise where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled has failed to terminate this Agreement pursuant to this Clause 5.4(iiipay the Consideration in accordance with paragraph 1.1 of Part 1 of Schedule 7 (Completion)) if Purchaser’s breach of this Agreement has prevented or materially delayed still persisting after the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as lapse of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twentyDate as deferred pursuant to Clause 6.4(b) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 elect not to be satisfied), upon written notice to proceed with the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions transactions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that out herein whereupon the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) 4.17 shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectapply.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion shall take place on immediately following execution by the Completion Dateparties of this Agreement. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. 4.2 On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser Company and the Subscriber shall remit execute the Purchase Consideration (in immediately available funds) to the Seller’s Bank AccountWarrant Instrument. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in 4.3 On the prescribed form for Completion Date, the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller Company shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) deliver to the appointment Subscriber as evidence of the authority of each person executing a document on the Company’s behalf a copy of the minutes of a duly held meeting of the board of directors nominated of the Company (or a duly constituted committee thereof) authorising (i) execution of the Subscription Agreement, the Warrant Instrument and the Warrant Certificates, (ii) the allotment and issue of the 2009 Preference Shares and (iii) the issue of the Warrants and, where such actions are authorised by a committee of the Purchaser board of directors of the Company, a copy of the minutes of a duly held meeting of the directors constituting such committee or the relevant extract thereof; (b) allot and issue the 2009 Preference Shares to the Subscriber credited as fully paid; (c) issue the Warrants to the Subscriber; (d) enter the Subscriber, or its nominee, in its register of members as a shareholder of the Company in respect of the 2009 Preference Shares, and confirm in writing to the Subscriber that the Subscriber is entitled to exercise its voting rights pursuant to the Articles at any subsequent meeting of the members of the Company, including the annual general meeting of the Company to be held on 13 May 2009; (e) enter the Board shall be approvedSubscriber, or its nominee, in the warrant register created under the terms of the Warrant Instrument in respect of the warrants issued to it; (f) execute and deliver a share certificate to the Subscriber or its nominee in respect of the 2009 Preference Shares; (g) execute and deliver the Warrant Certificates to the Subscriber or its nominee in respect of the Warrants; and (bh) pay an extra-ordinary general meeting of amount equal to the shareholders of Arrangement Fee to the Company Subscriber, to approve be satisfied by deduction from the matters Subscription Amount as set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened4.4. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of 4.4 On the Completion Date, and such violation, breach or inaccuracy has not been waived the Subscriber shall pay an amount equal to the Subscription Amount (less the Arrangement Fee) to a bank account nominated by the Seller or cured by the Purchaser within 20 Company (twentywhich nomination shall be made in writing at least three (3) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Datein advance). (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion shall take place on the Completion Date. 5.2. The obligations immediately following signature and exchange of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transactedthis Agreement when: (a) the appointment of directors nominated by the Purchaser on the Board Sellers shall deliver or cause to be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior delivered to the Completion Date as follows:Purchaser (i) By transfers of the mutual written consent Shares duly completed in favour of the Purchaser and and/or its nominees notified by the Seller.Purchaser; (ii) By the Seller, upon written notice share certificates representing the Shares (or an express indemnity in a form satisfactory to the Purchaser, if Purchaser in the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only case of any found to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financingmissing); (iii) By all the PurchaserStatutory and Minute Books of the Company and its Common Seal and the Certificate of Incorporation; (iv) the Tax Deed duly executed by each of the Warrantors; (v) a letter of resignation (expressed to be with effect from the end of the meeting of the Board of the Company referred to in sub-clause (d) below), upon written notice from Xxxxxxx Xxxxxxxx resigning office as Director and Secretary of the Company, executed as a deed in the agreed terms; (vi) the resignation of the auditors of the Company in accordance with section 394 of the Companies Xxx 0000, confirming that there are no circumstances connected with their resignation which should be brought to the Sellernotice of the members or creditors of the Company and that there are no fees due to them; (vii) the Service Agreement, if duly executed by Xxxxxxx Xxxxxxxx; (viii) the conditions set out in Clauses 3.2 and 3.3 Property Licence duly executed by the Sellers; and (ix) the Disclosure Letter. (b) the Warrantors shall procure that all indebtedness due from any of the Warrantors or any person connected with them to the Company shall have not been satisfied in full prior to Completion; (or c) all indebtedness due from the Company to any of the Warrantors (full particulars of which are contained in the Disclosure Letter but excluding remuneration accrued but not yet due for payment) shall have been satisfied in full without payment of interest prior to Completion; (d) the Sellers shall cause a meeting of the Board of the Company to be held at which the Board shall:- (i) appoint such persons as the Purchaser may nominate as Directors and Secretary of the Company; (ii) accept the letters of resignation referred to in sub-clause (a)(v) and (a)(vi) above; (iii) vote in favour of the registration of the Purchaser and/or its nominees as members of the Company subject only to the production of duly stamped and completed transfers in favour of the Purchaser and/or its nominees in respect of the Shares; (iv) approve the Property Licence; (v) change the accounting reference date of the Company to 31 December; (vi) appoint Ernst & Young as auditors; (e) the parties shall join in procuring that all existing bank mandates in force for the Company shall be altered (in such manner as the Purchaser shall at Completion where applicablerequire) or waived so as (where applicableinter alia) on or before to reflect the Long Stop Date; provided that resignations and appointments referred to above. (f) the Purchaser shall not be entitled obliged to terminate complete this Agreement pursuant to this Clause 5.4(iiiunless the Sellers comply fully with the requirements of paragraphs (a), (b), (d), and (e) if Purchaser’s breach of this Agreement has prevented or materially delayed Clause; 4.2 Upon completion of all the consummation matters referred to in sub-clause 4.1 the Purchaser shall: (a) pay to the Sellers' Solicitors (whose receipt shall be a sufficient discharge therefor) the Cash Consideration by way of telegraphic transfer; (b) allot the Initial Consideration Shares and issue the Loan Notes to the Sellers and within five days of Completion deliver to the Sellers' Solicitors definitive share certificates in respect of the Transactions.Initial Consideration Shares and certificates in the agreed terms in respect of the Loan Notes in the names of the Sellers; and (c) deliver to the Sellers' Solicitors a duly executed counterpart of: (i) the Tax Deed; (ii) the Service Agreement; (iii) the Property Licence; (iv) By the Seller Disclosure Letter; (if d) the Seller is Sellers shall not in material breach of the Seller Warranties, covenants or agreements under be obliged to complete this Agreement so as to cause any unless the Purchaser complies fully with the requirements of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfiedparagraphs (a), upon written notice to (b) and (c) of this Clause. 4.3 If in any respect either the Purchaser, if there has been a material inaccuracy of any statement Sellers or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any fail to comply with all the provisions of Clauses 4.1 and 4.2 on the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as date for Completion then the other of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date.them may: (va) By defer Completion to a date not more than 28 days after the Purchaser date for Completion set by this Clause 4 (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement and so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 sub-clause 4.3 shall apply to Completion as so deferred); or (b) proceed to Completion as far as practicable; or (c) rescind this Agreement (without prejudice to its accrued rights and Clauses 1 remedies). 4.4 The Purchaser (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenseswith the reasonable cooperation of the Sellers) shall survive procure as soon as reasonably practicable following Completion and in any event within 28 days of Completion the termination of this Agreement indefinitely full and that nothing herein shall relieve any Party from any liability for fraud or any breach unconditional release of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) Personal Guarantee and the nominees Purchaser shall fully indemnify the Sellers against any liability, loss, cost or claim arising out of or in connection with the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectPersonal Guarantee at any time after Completion.

Completion. 5.1. (A) Subject to the terms and conditions set out in Clauses 3.1, 3.2 and 3.3of this Agreement, Completion shall take place at the offices of Niesar & Xxxxx LLP, 90 New Xxxxxxxxxx Street, 9 Floor, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 on October 26, 2009 or such other place or date as the Completion Date. 5.2. The obligations of each Parties hereto may mutually agree in writing, when, except as indicated below, all but not part only of the Parties under Clause 5.3 business referred to below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Datebe transacted: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) deliver to the Seller’s Bank Account.Seller a copy of the certificate of incorporation and the by-laws (or other constitutional documents) of the Purchaser and minutes of a meeting of the board of directors or other governing body of the Purchaser approving the execution of this Agreement and issuance of the Stock Consideration by the Purchaser and the performance of the Purchaser's obligations under this Agreement certified as true, complete and correct copies by a director or the secretary of the Purchaser; (ii) The the Seller shall (a) provide deliver to its Depository Participant the Purchaser a transfer of the Sale Shares, in the agreed form, duly executed DP Instructions in favour of the prescribed form for Purchaser together with the share certificates in respect of the Sale Shares; (iii) the Seller shall cause a board meeting of the Company to be held at which the Seller shall resign as director of the Company with effect from the later of the date of Completion. Alternatively, such action may be taken by execution of a letter of resignation of the sole director of the Company, with effect from the later of the date of Completion; (iv) the Seller shall cause a board meeting of the Company to be held at which the transfer of the Sale Shares shall, subject to the Demat Account relevant Instrument of Transfer being duly stamped be passed for registration and registered and the Company shall issue and deliver to the Purchaser a new share certificate representing the Sale Shares. Alternatively, such action may be taken by execution of an action by written consent of the sole director of the Company; (v) the Seller shall deliver to the Purchaser the written resignation as director of the Company in the agreed form of the directors referred to in (details iii) above; (vi) the statutory books, books of account, title deeds, all insurance policies and receipts and other records and contracts and licenses and other documents, chops, seals and cheque books and other items belonging or relating to the Company as may be requested by the Purchaser and which are in the possession and control of the Seller; (vii) the Purchaser shall pay to the Seller (or as the Seller may direct by written notice) US$300,000.00 in cash in immediately available funds in part payment and consideration for the sale and purchase of the Sale Shares, by electronic transfer to such bank account(s) as may be provided notified by the Seller to the Purchaser in writing not less than 3 Business Days before the Completion Date (and if more than one such bank account is so notified, in such proportions as the Seller may specify in such notification) or by way of a bank draft issued by a licensed bank in USA; (viii) the Purchaser shall issue and deliver a promissory note in the sum of US$60,000.00 in favour of the Seller payable on the 30th day of June 2010; (ix) the Purchaser shall issue and deliver to the Seller share certificate, representing the Stock Consideration, issued and fully paid and duly registered in the name of the Seller; (x) the Seller shall pay to the Purchaser in cash in immediately available funds by electronic transfer to such bank account(s) as may be notified by the Purchaser to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to not less than 3 Business Days before the Completion Date as follows: (i) By the mutual written consent or by way of a bank draft drawn on a licensed bank in USA in favour of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that Government of USA an amount representing any stamp duty payable by the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing3(C); (iiixi) By the Purchaser, upon written notice Xxxxxxx Xxxxx shall pay to the Seller, if the conditions set out Purchaser US$15,000.00 in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach cash in immediately available funds by way of this Agreement has prevented or materially delayed the consummation of the Transactions.a bank draft issued by a licensed bank in USA; (ivxii) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as within 30 days of the Completion Date, and such violationXxxxxxx Xxxxx, breach alone or inaccuracy has not been waived in conjunction with other investors, shall pay to Purchaser US$185,000.00 in cash in immediately available funds by way of a bank draft issued by a licensed bank in USA; (xiii) within 5 days of Purchaser's receipt of the funds described in Section 4(A)(xii) above, Purchaser shall pay to Seller US$40,000.00 in cash in immediately available funds by way of a bank draft issued by a licensed bank in USA; (xiv) the Seller or cured by shall transfer and assign all of Seller's right t title and interest in and to the Purchaser within 20 (twenty) Business Days after receipt by xxxx "Sugar Made", Serial Number 77625286, to Purchaser, including, without limitation, the Purchaser filing of written notice thereof an assignment of such xxxx from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been within a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of reasonable time after the Completion Date, and such violation, breach or inaccuracy has not been waived by but in no event later than 15 days following the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Completion Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. 6.1 Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3Clause 5, Completion shall take place at the offices of the Vendor's Solicitors by not later than 12 noon on the Completion Date. 5.2. The obligations Date when all (unless the parties otherwise agree) of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: 6.1.1 the Vendor shall complete the sale of the Terminals (upon the terms of the Property Conditions Schedules) and the Business and the Assets; 6.1.2 the Purchaser shall pay to the Vendor such sum as is provided for in Clause 4.1; 6.1.3 the Vendor shall pay the Escrow Amount into the Escrow Account (and the Escrow Terms shall then apply thereto) for the repair of tanks 1 and 3 at the Runcorn terminal; 6.1.4 the Vendor shall give possession to the Purchaser of the Terminals and the Assets hereby agreed to be sold; 6.1.5 the Vendor and the Purchaser shall complete the sub-lease of 0xx xxxxx, Xxxxxxxxx House, Xxxxxxxxx'x Walk, Maidenhead; and 6.1.6 the Vendor shall deliver or make available to the Purchaser: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; andBooks and Records; (b) an extra-ordinary general such of the Assets as are capable of transfer by delivery (it being agreed that such delivery shall take place at the place where they are situated); (c) the software licences or registered user agreements for those I.T. Systems where the licences or agreements are equipment specific, together with assignments of such licences or agreements for those IT Systems which are subject to assignable licences or agreements, and notices to the licensors for those licences identified as "equipment specific" (in each case as identified on the Schedule of Software Applications in Schedule 18); (d) duly executed assignments and/or novations of the Key Customer Contracts (and of such other Customer Contracts as may then be available) and consents thereto in the agreed form; (e) duly executed assignments and/or novations of such of the Supplier Contracts as may then be available; (f) the documents relating to the Permits described in Column 5 (under the heading "Completion Document") in Schedule 10; (g) a certified copy of Board resolutions passed at a meeting of the shareholders Vendor's board of directors at which its directors shall have approved the Vendor entering into this Agreement and the agreements and arrangements contemplated under this Agreement; (h) releases under seal of any Encumbrance to which any of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior Assets are subject duly executed by those entitled to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Sellerbenefit thereof, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.clause 6.1.6

Completion. 5.1. Subject to 7.1 Completion shall take place at the conditions offices of the Buyer’s Solicitors on the Completion Date when the Sellers and the Buyer shall each perform their respective obligations in accordance with and as set out in Clauses 3.1Part A and Part B, 3.2 respectively, of Schedule 2 (Completion Requirements). 7.2 The Buyer will not be obliged to complete this Agreement until each of the Sellers complies in full with its respective obligations under Part A of Schedule 2 (Completion Requirements). 7.3 The Buyer will not be obliged to complete the sale and 3.3purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously, but completion of the purchase of some only of the Shares will not affect the rights of the Buyer with respect to the purchase of the remainder. 7.4 If Completion shall does not take place on the Completion Date. 5.2. The obligations of each Date because any of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied Sellers fails to comply with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise any of its voting rightsrespective material obligations under this Clause 7 and Schedule 2 (Completion Requirements), procure that a Board meeting is held at which then the following business shall be transacted: (a) the appointment of directors nominated Buyer may by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if Sellers’ Representative and the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only Fund Sellers elect to: 7.4.1 proceed to Completion where applicable) to the extent reasonably practicable (including, at the option of the Buyer, completion of the purchase of some only of the Shares), which will not affect the rights of the Buyer with respect to the purchase of the remainder; or 7.4.2 defer Completion in relation to some or waived (where applicable) on or before 270 (two hundred seventy) days from all of the Execution Date or Shares to such later date as the Buyer and the Sellers’ Representative may be mutually agreed between the Parties in writing agree (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of Clause 6, apart from this Clause 5.5 and 7.4.2, shall apply to Completion deferred pursuant to this Clause); or 7.4.3 terminate this Agreement (whether or not such failure by the Sellers amounts to a repudiatory breach), without prejudice to any other remedies or accrued rights that any party may have against any other party, following which the provisions of this Agreement shall cease to have effect, other than Clauses 1 (Definitions and InterpretationInterpretations), this Clause 7, 11 (Announcements and Confidentiality), 12 (NoticesAnnouncements), 13 15 (Governing Law, Disputes Costs and JurisdictionExpenses), 14.1 18 (Entire AgreementGeneral), 14.6 19 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (SupersessionNotices) and 14.11 20 (Expenses) shall survive the termination of this Agreement indefinitely Applicable Law and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectJurisdictions).

Completion. 5.1. Subject to 9.1 Completion shall take place at the offices of NautaDutilh N.V. at Strawinskylaan 1999, Amsterdam on the last day of the month in which fulfilment or waiver of the conditions set out in Clauses 3.1clause 4 (Conditions to Completion) takes place, 3.2 except that where less than five Business Days remain between such fulfilment and 3.3service and the last day of the month, Completion shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Dateplace: (iA) Subject to deductions pursuant to Clause 4.4, on the Purchaser shall remit last day of the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account.following month; or (iiB) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge at such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shallother location, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on time or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties Sellers, it being understood that the transfers of the Shares and the JV Co Shares shall take place on Completion at the offices of the Notary by way of execution of the Deeds of Transfer before the Notary. 9.2 At Completion, the parties shall comply with their respective obligations in writing sub-clauses 2.1 to 2.3 (“Long Stop Date”in each case as applicable) and the Sellers shall do those things listed in Part A (Seller’s obligations) and Part D (Execution of Deeds of Transfer) of Schedule 2 (Completion arrangements); provided the Purchaser shall do, and Liberty Global shall procure that the Seller Purchaser does, those things listed in Part B (Purchaser’s obligations) of Schedule 2 (Completion arrangements); and the Guarantors shall not do those things listed in Part E (Guarantors’ obligations) of Schedule 2 (Completion arrangements). Completion shall take place in accordance with Part C (General) of Schedule 2 (Completion arrangements). 9.3 No party shall be entitled obliged to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation complete any of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions transactions set out in Clauses 3.2 and 3.3 have not been satisfied (sub-clauses 2.1 to 2.3 or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause carry out any of the conditions steps set forth out in Clause Schedule 2 (Completion arrangements) unless sub-clauses 3.1 or 3.2 and/or 3.3(i(as applicable), 6.1, 6.2, 6.5(C) not and 6.6 or 6.7 (as applicable) have been complied with and irrevocable arrangements are in place for all such transactions and steps to be satisfied), upon written notice to completed by all relevant parties on the Purchaser, if there has been a material inaccuracy Completion Date in accordance with the sequence of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained events set out in this Agreement. For the avoidance of doubt, which violation, breach or inaccuracy would cause any (A) both the beneficial and legal ownership of the conditions set forth in Clause 3.1 and/or 3.3 Liberty Global Target Company Shares and the Vodafone Target Company Shares will transfer to Purchaser at Completion and not to be satisfied as before and (B) both the beneficial and legal ownership of the JV Co Shares will transfer to Vodafone at Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Datebefore. (v) By 9.4 If the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date.Estimated Vodafone Equalisation Consideration is: (viA) By the Seller or the Purchasera positive number, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority then Vodafone shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above,procure; or (iB) this Agreement a negative number, then Liberty Global shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.procure,

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion under this Agreement shall take place at the offices of the Sellers on either the last Business Day of the month if the Notification Date is ten (10) or more Business Days prior to the last Business Day of such month of notification or on the Completion Datelast Business Day of the immediately succeeding month if the Notification Date is less than ten (10) Business Days prior to the last Business Day of such month of notification, or at such other location and/or at such other time as the Parties may agree in writing. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. 5.2 On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer Date all but not part of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: 5.2.1 The Purchaser shall: i. pay to the Sellers the Final Consideration, by means of telegraphic transfer in immediately available funds as directed by the Sellers for value in Dollars on such Completion Date; j. deliver to the Sellers (ato the extent not already delivered prior to Completion) a copy of the appointment relevant guarantees, releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; k. deliver to the Sellers (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors nominated by of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Board shall be approvedPurchaser; and (b) an extra-ordinary general meeting l. execute and deliver those of the shareholders Assignment Documents to which it is a signatory. 5.2.2 The Sellers shall, after confirmation of receipt of the Company to approve the matters set out in amounts payable under Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied5.2.1(a), upon written notice deliver to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) extent not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured already delivered prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.Completion):

Completion. 5.1. Subject At Completion, the Vendor shall: (a) deliver or cause to be delivered to the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DatePurchaser: (i) Subject evidence reasonably satisfactory to deductions pursuant to Clause 4.4, the Purchaser shall remit that the Purchase Consideration Conditions Precedent in Clause 4.1 (in immediately available funds) which are applicable to the Seller’s Bank Account.Vendor) of this Agreement have been fulfilled; (ii) The Seller instrument of transfer and the bought and sold notes of the Sale Shares duly executed by the Vendor as registered holder thereof in favour of the Purchaser together with the related share certificate(s); (iii) Employment Agreements duly executed by each of the Key Management and the Company; (1) all statutory records and minute books (which shall be duly written up as at the Completion Date) and accounting records including an original copy of the memorandum and articles of association or other equivalent constitutional documents, certificate of incorporation and business registration certificates, business licence, governmental approval letters and certificates (aif any), common seal, authorised chops, share certificate books and other statutory records of the Company; (2) provide all tax returns and assessments of the Company (if applicable) (receipted where the due dates for payment fell on or before the Completion Date); (3) copies of all correspondence, if any, with its lawyers, accountants, tax or revenue departments, all other documents and correspondence, if any, relating to the business affairs of the Company; and (4) all title deeds, evidence of ownership and documents relating to assets owned by the Company (if any); provided that the above shall be deemed to have been delivered if they are located at the registered office or principal place of business of the Company; (v) a cheque made payable to “the Government of the HKSAR” for such amount representing the share of Hong Kong stamp duty which shall be borne by the Vendor as transferor of the Sale Shares in accordance with the Stamp Duty Ordinance; (vi) evidence reasonably satisfactory to the Purchaser showing that all loans or amounts due by the Company to its Depository Participant duly executed DP Instructions shareholders, directors or any other third party creditors have been fully waived or settled, save as the liabilities incurred in the prescribed form for ordinary course of business after the date of this Agreement and before the Completion; (vii) such other documents as may be reasonably required to give good title to the Sale Shares free from all Encumbrances and third party rights of any kind and to enable the Purchaser to become the registered holder thereof; (viii) a certified true copy of the resolutions of the board of directors of the Vendor approving the transfer of the Sale Shares to the Demat Account Purchaser and the execution and performance of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated this Agreement by the Purchaser on the Board shall be approvedVendor; and (bix) an extra-ordinary general meeting a certified true copy of the shareholders resolutions of the board of directors of the Company to approve approving the matters set out in Clause 5.3(iii)(a5.1(b); (b) and procure that the amendment following businesses be approved at a meeting of the Articles directors of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as followsCompany: (i) By the mutual written consent directors of the Purchaser Company shall approve the transfer of the Sale Shares and the Seller.Purchaser and/or its nominee shall be duly registered as the holder of the Sale Shares in the register of members of the Company, subject to the articles of association of the Company; (ii) By the Seller, upon written notice directors of the Company shall resolve that the share certificate in respect of the Sale Shares be duly issued and delivered to the PurchaserPurchaser and/or its nominee, if subject to the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach articles of this Agreement has prevented or materially delayed the consummation association of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing)Company; (iii) By the Purchaser, upon written notice directors of the Company shall approve any of its directors to do all such acts and things and to sign any documents reasonably required to give effect to the Sellertransaction as contemplated under this Agreement. 5.2. At Completion, if against compliance with the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that provisions of Clause 5.1, the Purchaser shall not deliver or cause to be entitled delivered the following documents to terminate the Vendor: (i) a certified copy of the resolutions passed by the board of directors of the Purchaser approving the execution and performance of this Agreement pursuant Agreement; (ii) evidence reasonably satisfactory to this the Vendor that the Conditions Precedent in Clause 5.4(iii4.1 (which are applicable to the Purchaser) if Purchaser’s breach of this Agreement has prevented or materially delayed have been fulfilled; (iii) instrument of transfer and the consummation bought and sold notes of the Transactions.Sale Shares duly executed by the Purchaser; (iv) By the Seller (if the Seller is not in material breach a copy of the Seller Warrantiesboard resolutions and, covenants or agreements under this Agreement so as to cause any if required, the resolutions of an extraordinary general meeting of TMRR approving the allotment and issue of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date.Consideration Shares; (v) By a cheque made payable to “the Purchaser (if the Purchaser is not in material breach Government of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of HKSAR” for such amount representing the conditions set forth in Clause 3.1 and/or 3.3 not to Hong Kong stamp duty which shall be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived borne by the Purchaser or cured by as transferee of the Seller within 20 (twenty) Business Days after receipt by Sale Shares in accordance with the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date.Stamp Duty Ordinance; and (vi) By the Seller or the Purchaser, upon written notice documents as may be reasonably required to give good title to the other, if a court Consideration Shares free from all Encumbrances and third party rights of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting kind and to enable the consummation of Vendor to become the Transactionsregistered holders thereof. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place at the Company’s office on the Completion DateDate at 5:00 p.m. (or at such other place and time as the parties may agree) when all the acts and requirement set out in this Clause 5 shall be complied with. 5.2. The obligations 5.2 On Completion, the Vendor and or the Company (as the case may be) deliver or procure the delivery to the Purchaser of each of all the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Datefollowing: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions the Vendor delivers the relevant instruments of transfer and contract notes in the prescribed form for respect of the transfer of the Sale Shares to duly executed by the Demat Account Vendor in favour of the Purchaser (details or such other nominee(s) as the Purchaser may direct and such other documents as may be required to give a good and effective transfer of which shall be provided title to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account Purchaser or such nominee(s) and to enable the Purchaser or such nominee(s) to become the registered and beneficial holder thereof free from all Encumbrances to the Purchaser’s satisfaction; (b) the Vendor delivers definitive share certificates in respect of the Purchaser.Sale Shares and other evidence as may be required by the Purchaser showing that the Vendor is the beneficial owner of the number of Sale Shares free from all Encumbrances; (c) the Company delivers copies, certified as true and complete by a director of the Company, of resolutions of the shareholders meeting/board of directors approving the matters as stipulated in Clause 5.3; (d) the Company delivers in respect of the Company: (i) all statutory records and minute books (which shall be written up to date as at Completion), all unissued share certificates (if any) and all other statutory records then; (ii) all common seals and all rubber stamps, cheque books, cheque stubs and bank statements, receipt books, all current insurance policies, books and accounts and title deeds and evidence of ownerships to all assets and all current contracts and all other accounting records; (iii) The Seller shall, copies of all tax returns and assessments (receipted where the due dates for payment fell on or before the Completion Date); (iv) execution of employment contracts in a form satisfactory to the extent it is able Purchaser, at its sole discretion, for the executive management staff for the Company for a period of at least one year after the Completion Date; (v) all correspondence and other documents belonging to do the Company (including its constitutional documents); and provided that, if the Purchaser so through exercise agrees, delivery of its voting rightsall documents and records referred to in this Clause 5.2(d) shall be deemed to have been effected where they are situated in premises and shall continue to be in the sole occupation of the respective companies in the Company following Completion or otherwise in the custody of persons who shall remain officers and/or employees of the Company following Completion; and (e) the June 30, 2020 Accounts (which shall not have any deviation from the Accounts as contained in Schedule 2). 5.3 On Completion, the Company shall procure that a Board meeting is held of the shareholders/directors (as appropriate) of the Company at which the following business such matters shall be transacteddealt with and resolved upon as the Purchaser shall require for the purposes of giving effect to the provisions of this Agreement including: (a) record the appointment Sale Shares in the name of directors nominated by the Purchaser on in the Board shall be approvedCompany’s share register; and (b) an extra-ordinary general meeting amending the memorandum and articles of the shareholders association of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement as may be terminated on or required by the Purchaser in writing prior to the Completion Date Completion. 5.4 Against performance of the obligations by the Vendor and or the Company (as followsthe case may be) under Clauses 5.2 and 5.3 above, the Purchaser shall: (ia) By cause to be delivered to the mutual written consent Vendor the Consideration Shares to be registered in the name of the Vendor or its nominee, on the book of the Purchaser and by the SellerPurchaser’s transfer agent ; and (b) deliver to the Vendor a certified copy of the directors’ resolutions of the Purchaser approving this Agreement. (ii) By 5.5 If the SellerVendor or the Company, upon written notice as appropriate, shall fail to do anything required to be done by them under Clauses 5.2 and 5.3, without prejudice to any other right or remedy available to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing);Purchaser may: (iiia) By defer Completion to a day not later than 14 days after the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 date fixed for Completion (and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 paragraph (a) shall apply to Completion as so deferred); or (b) proceed to Completion so far as practicable but without prejudice to the Purchaser's rights to the extent that the Vendor shall not have complied with their obligations; or (c) rescind this Agreement without liability on its part. 5.6 The parties to the Agreement confirm and agree that Clauses 1 (Definitions and Interpretation), 6 to 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectCompletion.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 7.1 Completion shall take place at the head offices of the Company in Istanbul, Turkey at 11:00 a.m. on the Completion Date. 5.2. The obligations of each of 7.2 At Completion the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent benefit of the Purchaser and the Seller. Dogus) do those things listed in Part A (ii) By Transfer obligations), in so far as applicable to the Seller, upon written notice and in Part B (Seller’s obligations) of Schedule 2 (Completion arrangements) and the Purchaser shall do those things listed in Part A (Transfer obligations), in so far as applicable to the Purchaser, if and Part C (Purchaser’s obligations) of Schedule 2 (Completion arrangements). Completion shall take place in accordance with Part D (General) of Schedule 2 (Completion arrangements). 7.3 Neither the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that Purchaser nor the Seller shall not be entitled obliged to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed complete the consummation sale and purchase of the Transactions (which term for Shares unless the purposes sale and purchase of this Clause 5.4(ii) shall not include all the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements Shares under this Agreement so and all the Shares (as to cause any that term is defined in the Dogus SPA) under the Dogus SPA are completed simultaneously. 7.4 The Seller shall procure that the Dogus Shareholders’ Agreement shall terminate with effect from the last of the conditions set forth in Clause 3.2 and/or 3.3(i) not steps that has to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured taken prior to the Long Stop Date. (v) By occurrence of Completion having been taken. With effect from Completion, the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this New Shareholders’ Agreement shall become void and of no further come into full force and effect. 7.5 If the respective obligations of: (A) the Seller and/or the Purchaser under sub-clauses 5.3, 5.4 and 7.2 and Schedule 2 (Completion arrangements); providedor (B) Dogus or the Purchaser under sub-clauses 5.3, however5.4 and 7.2 and Schedule 2 (Completion arrangements) of the Dogus SPA, are not complied with on the Completion Date the non-defaulting party may: (C) defer Completion (so that the provisions of this Clause 5.5 and Clauses 1 7 shall apply to Completion as so deferred); or (Definitions and Interpretation), 11 D) proceed to Completion as far as practicable (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire without limiting its rights under this Agreement), 14.6 ; or (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (SupersessionE) and 14.11 (Expenses) shall survive the termination of terminate this Agreement indefinitely by notice in writing to the other party. 7.6 For the purposes of sub-clause 7.5, the non-defaulting party shall also include Dogus if it has complied with its obligations under sub-clause 5.3, 5.4 and 7.2 and Schedule 2 (Completion Arrangements) of the Dogus SPA. In the event that nothing herein there is more than one non-defaulting party, such non-defaulting parties shall relieve agree what action to take in accordance with sub-clause 7.5 and, if such non-defaulting parties fail to reach an agreement, this Agreement shall terminate in accordance with sub-clause 7.5(E). 7.7 If this Agreement is terminated in accordance with sub-clause 7.5 (and without limiting any Party party’s right to claim damages from any liability the other in respect thereof): (A) all obligations of the Parties shall end (except for fraud or any breach of the provisions of this Agreement prior Clauses 17 (Announcements) and 18 (Confidentiality)) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to such terminationexist; (B) in circumstances in which the termination has resulted solely from the Purchaser’s failure to fulfil its obligations under sub-clauses 7.2 and Schedule 2 (Completion arrangements), the Purchaser will indemnify the Seller (and Dogus) on demand on an after-Tax basis for all costs and expenses reasonably incurred by the Seller (and Dogus); and (iiC) if applicablein circumstances in which the termination has resulted solely from the failure of the Seller to fulfil its obligations under sub-clause 7.2 and Schedule 2 (Completion arrangements), the Observer Seller will indemnify the Purchaser (and Dogus) on demand on an after-Tax basis for all costs and expenses reasonably incurred by the Purchaser (and Dogus). 7.8 Following Completion, the Purchaser shall no longer be entitled make (or procure the Company to attend the meetings make) any notifications of the Board (transfer of the Shares as may be required by law or any committee thereof) regulation and the nominees of Seller shall provide such assistance as the Purchaser appointed on the Board may reasonably require in accordance with Clause 6.2 shall resign with immediate effectmaking such notifications.

Completion. 5.1. Subject to 3.1 Completion of the conditions investment by the Investor for the Investor Quota shall take place at Spazio M3, Xxx Xxxxxxxx xx Xxxxxx 2B, 00186 Roma, Italy on the Completion Date or at such other time and place as the Founders and the Investor shall agree when the events set out in Clauses 3.1, clause 3.2 and 3.3, Completion below shall take place on in such order as the Completion DateInvestor may require. 5.2. 3.2 The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion following events shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On on the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, 3.2.1 the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer passing of resolutions of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transactedQuotaholders to: (a) adopt the appointment of directors nominated by the Purchaser on the Board shall be approved; andArticles; (b) an extra-ordinary general meeting of increase the shareholders authorised and issued share capital of the Company from [pre-money capital (Euro)] to approve [post-money capital (Euro)]; (c) waive any pre-emption rights in respect of the matters allotment and issue of the Investor Quota; (d) grant the directors of the Company authority to allot the Investor Quota; and 3.2.2 the Investor shall execute any deed and carry out any formality to subscribe the Investor Quota and pay the Company 50% of the amount set out in Clause 5.3(iii)(a) and the amendment clause 2.2 by certified cheques or bank transfer. Payment made in accordance with this clause 3.2.2 shall constitute a good discharge for Investor’s obligations under this clause 3. The balance of the Articles of Association subscription price shall be convened.paid by the Investor, in accordance with Recital (F), within 60 days; 5.4. This Agreement may be terminated on or prior to 3.2.3 the Completion Date as followsFounders shall cause that the director of the Company shall: (ia) By subject to clause 3.2.2, issue and allot the mutual written consent Investor Quota and enter the Investor’s name in the register of members in respect of them, according to applicable Law, including the Purchaser execution of a notarial deed of issuance of shares by the Notary where appropriate; (b) execute and deliver to the SellerInvestor a share certificate for the Investor Quota; pass any other resolutions required to carry out the Company's obligations under this Agreement. (ii) By 3.2.4 the Seller, upon written notice Founders shall be instructed to file all appropriate resolutions and forms with the Purchaser, if Registrar of Companies within the conditions time limits prescribed for filing each of them. 3.2.5 Following the events set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaserclause, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the at Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach ownership structure of the Purchaser Warranties, covenants or agreements under this Agreement so Company will be as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.described below:

Completion. 5.1. Subject 5.1 On Completion, the sales and purchases of the Shares shall be completed in the order specified below with Completion taking place at the offices of the Buyer’s Solicitors on the fifth Business Day after the day on which all the conditions specified in clause 2.1(a) to 2.1(j) have been satisfied or waived or at such other place or time, or on such other date, as the parties may agree: (a) first, the sale of the Indirect Sale Shares by the ODL Shareholders to the conditions set out in Clauses 3.1C-Corp Sellers; (b) secondly, 3.2 and 3.3the sale of the Indirect Sale Shares by the C-Corp Sellers to the Buyer; and (c) thirdly, Completion shall take place on the Completion Datesale of the Direct Sale Shares by the ODL Shareholders to the Buyer. 5.25.2 Insofar as they are able each of the ODL Sellers shall on Completion do, or procure to be done, the things specified in Schedule 5 (in so far as they have not already been done). The obligations of each Gardenparty and the Adhering ODL Sellers pursuant to this clause 5.2 shall be limited to obligations relating to their own Shares within their personal control including voting their Shares in favour of any shareholder resolutions proposed to implement any matter specified in Schedule 5. 5.3 Following the performance of the Parties ODL Sellers’ obligations under Clause 5.3 below are interdependent of each other. The clause 5.2, the Buyer shall on Completion shall not occur unless all - (a) deliver one counterpart of the obligations specified in Clause 5.3, have been simultaneously complied with LLC Agreement executed by the Buyer to the C-Corp Sellers reflecting the issue of the Buyer Initial Share to the C-Corp Sellers and are fully effective.the ability to issue the Buyer Performance Share; 5.3. On the Completion Date(b) procure that: (i) Subject Xxxxxx Xxxxxx Wellesley be appointed as an observer of the board of directors of the Buyer as the initial C-Corp Sellers’ board observer representative (such observer being entitled to deductions pursuant receive notice of, and attend meetings, of the board of directors of the Buyer as if he were a director of the Buyer but not counting towards quorum or being entitled to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available fundsspeak or vote at any such meetings) to the Seller’s Bank Account.and (ii) The Seller shall Xxxxxxx Naldini (a) provide or a substitute acceptable to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer board of directors of the Sale Shares to the Demat Account Buyer) be approved as an alternate observer of the Purchaser (details board of which shall be provided to directors of the Seller in writing as soon as practicable after the Execution Date)Buyer for Xxxxxx Xxxxxx Wellesley; (b) procure its Depository Participant to duly acknowledge such DP Instructions; and (c) deliver a copy the items specified in Part B of such acknowledgement Schedule 5 duly executed by the Buyer. 5.4 The Buyer may make any payment due to the Purchaser; ODL Sellers under this Agreement and (d) use best endeavours to procure credit of deliver the Sale Shares items specified in clause 5.3 to the Demat Account of Sellers’ Solicitors, whose receipt shall be a sufficient discharge to the PurchaserBuyer and the Buyer shall have no duty to see that any items delivered to the Sellers’ Solicitors are further delivered or applied in any particular way. The ODL Sellers may deliver the items specified in clause 5.2 to the Buyers’ Solicitors whose receipt shall be a sufficient discharge to the ODL Sellers and the ODL Sellers shall have no duty to see that any items delivered to the Buyer’s Solicitors are further delivered or applied in any particular way. 5.5 If the ODL Sellers fail to comply with any of their obligations under clause 5.2 on or before the date fixed for Completion (iiiwhether by clause 5.1 or by a notice given pursuant to clause 5.5(b) The Seller shallbelow), the Buyer may, without prejudice to the extent Buyer’s rights or remedies which it is able to do so through exercise may have under this Agreement and which in the case of its voting rights, procure that a Board meeting is held repudiation are set out at which the following business shall be transactedclauses 5.5(b) and 5.7: (a) complete the appointment sale and purchase of directors nominated by the Purchaser Shares (so far as is practicable) on the Board shall be approveddate so fixed; andor (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon by written notice to the PurchaserSellers’ Representative, defer Completion to a place, time and date, being a Business Day not less than 5 Business Days and not more than 25 Business Days after the date of the notice, and the provisions of clauses 5.2 and 5.3 shall apply to Completion so deferred and, if in such written notice, the conditions set out in Clauses 3.1 Buyer specifies that the ODL Sellers’ failure constitutes a repudiatory breach, then the time and 3.3 have date for the deferred Completion shall be not been satisfied (or satisfied subject only less than 20 Business Days and not more than 25 Business Days after the date of the notice and the provisions of clauses 5.2 and 5.3 shall apply to Completion where applicableso deferred. 5.6 If the Buyer defers Completion in accordance with clause 5.5(b) or waived (where applicableabove, it shall specify in the written notice referred to in clause 5.5(b) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may any breach of obligation it considers to be mutually agreed between the Parties in writing (“Long Stop Date”); provided a repudiatory breach. 5.7 The Buyer acknowledges that the Seller it shall not be entitled to terminate rescind or repudiate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed except the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) Buyer shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate rescind this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if where there has been a material inaccuracy of any statement or warrantyrepudiatory breach by the ODL Sellers, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained notice has been given in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, accordance with clause 5.5(b) and such violation, repudiatory breach or inaccuracy has not been waived remedied by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser date of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so Completion as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion deferred in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretationclause 5.5(b), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.34.1 Unless otherwise agreed, Completion shall take place at the offices of the Company’s principal place of business on or before 5:00 p.m. on the Completion Date. 5.2. The obligations 4.2 On Completion: (a) the Vendors shall deliver to the Purchaser: (i) duly executed transfers of the Sale Shares in favour of the Purchaser together with the share certificates therefor or an indemnity in a form reasonably required by the Purchaser in the case of any missing share certificates; and (ii) all the constitutive documents of the Company, including (without limitation) the certificates of incorporation, certificates of incorporation on change of name (if any), memorandum and articles of association, the common seals and company chops, minute books, registers of members and registers of directors (both duly written up to date), share certificate books and all other statutory records and documents of the Company; (b) the Vendors shall procure that a written resolution of all directors of the Company be passed at which the following shall be approved: (i) the transfers of the Sale Shares; (ii) the entry of the name of the Purchaser into the register of members of the Company; and (iii) all such other business as the Purchaser shall reasonably require to vest in the Purchaser the beneficial ownership of the Sale Shares; and (c) the parties hereto shall procure that each of the Parties under Clause 5.3 below are interdependent of Transaction Documents be executed and delivered by the parties thereto. 4.3 The Vendors and the Company hereby agree that each other. The Completion shall not occur unless all of the obligations specified Prior Agreements shall be deemed terminated and cease to have any effect as of the Completion and shall take any such actions and execute any such documents as are necessary to terminate the Prior Agreements. 4.4 Subject to the conclusion of the matters referred to in Clause 5.34.2 above, have been simultaneously complied with and are fully effective. 5.3. On the Purchaser shall within three Business Days from the Completion Date: (i) Subject issue and allot the Consideration Shares, credited as fully paid to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer each of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller Vendors or as he/it may direct in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 3 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, deliver to the Observer shall no longer be entitled to attend the meetings Vendors a copy of the Board (or any committee thereof) and the nominees register of members of the Purchaser appointed on evidencing the Board in accordance with Clause 6.2 shall resign with immediate effectissue and allotment of the relevant number of the Consideration Shares to the Vendors or their named allottees respectively.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion under this Agreement shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless within ten (10) Business Days after all of the obligations specified conditions referred to in Clause 5.3, 2.2 have been simultaneously complied with satisfied, at such location and are fully effectiveat such time as the Parties may agree. 5.3. 5.2 On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4Date all, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer but not part only, of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: 5.2.1 The Seller shall deliver to the Purchaser (a) to the appointment extent not already delivered prior to Completion and/or already in the possession of the Purchaser): 5.2.1.1 the Assignment Documents duly and validly executed by all the signatory parties thereto other than the Purchaser; 5.2.1.2 a copy of the Secretary’s Consents and all other relevant consents, approvals or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; 5.2.1.3 a copy, certified as a true copy and in full force and effect by a director or the secretary of the Seller, of a resolution of the board of directors nominated by of the Purchaser Seller authorising a person or persons to execute this Agreement and the Assignment Documents on behalf of the Board shall be approvedSeller; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out 5.2.1.4 written confirmation in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior terms satisfactory to the Completion Date as follows: (i) By Purchaser that the mutual written consent Seller has notified to the relevant insurers the interest of the Purchaser in all property, assets and rights associated with the Interests and the SellerLicensed Interest Documents. (ii) By 5.2.2 The Purchaser shall: 5.2.2.1 pay to the Seller the sums specified in the Interim Completion Statement, subject to Clause 3.11, by means of telegraphic transfer in immediately available funds to the Seller’s Account for value in Sterlingon the Completion Date; 5.2.2.2 deliver to the Seller the Assignment Documents duly and validly executed by the Purchaser; 5.2.2.3 deliver to the Seller a copy of all relevant consents, upon written notice approvals, or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; and 5.2.2.4 deliver to the Seller a copy, certified as a true copy and in full force and effect by a director or the secretary of the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation a resolution of the Transactions (which term for the purposes board of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, directors of the Purchaser contained authorising a person or persons to execute this Agreement and the Assignment Documents on behalf of the Purchaser; and the Parties acknowledge and agree that all acts and transactions constituting Completion shall be regarded as a single transaction so that, at the option of the Party who is interested in the carrying out of the relevant act or transaction, no action or transaction shall be deemed to have taken place unless and until all other actions and transactions constituting Completion shall have taken place as provided in this Agreement, which violation, breach or inaccuracy would cause any . The Parties acknowledge the essential nature of this provision. 5.3 Each of the conditions set forth Parties shall and, if appropriate, shall ensure that its respective Affiliates shall execute such other documents and do all such other acts and things as may reasonably be required, in Clause 3.1 and/or 3.3 not order to be satisfied as effect the transfer of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by Interests to the Purchaser within 20 (twenty) Business Days after receipt by and to implement the Purchaser transactions contemplated hereunder and otherwise to carry out the true intent of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject 5.1 On a date to be nominated by the conditions Purchaser, being not later than five Business Days following the date on which the last of the Conditions has been satisfied or (if applicable) waived (other than those Conditions that by their nature are to be satisfied at Completion, including the Conditions set out in Clauses 3.1clauses 3.1(d)(iii) and (iv), 3.2 but subject to the satisfaction or waiver of those conditions at Completion), or on such other date as the parties may agree in writing, completion of the sale and 3.3, Completion purchase of the Shares (“Completion”) shall take place at the offices of Debevoise & Xxxxxxxx LLP, Tower 00, Xxx Xxxxx Xxxxxx, Xxxxxx, XX0X 0XX or such other place or time as the parties may agree in writing (the date on which Completion takes place being the “Completion Date”). 5.2. The obligations of each of 5.2 As soon as reasonably practicable following the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless date on which all of the obligations specified in Clause 5.3Conditions set out at clauses 3.1(a), (b), (c) and (d)(i) have been simultaneously complied satisfied, Prudential shall arrange with the court a date for the hearing at which it will seek the sanction of the court to the Scheme of Arrangement and are fully effective. 5.3the confirmation of the court to the Prudential Reduction of Capital (the “Court Sanction Date”). On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4Upon arranging such date, the Purchaser shall remit the Purchase Consideration (in immediately available funds) promptly give notice to the Seller’s Bank AccountParent of such date. (ii) 5.3 The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in Purchaser and the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, prior to the extent it is able Court Sanction Date, agree to do so through exercise appropriate mechanics regarding the documents to be delivered pursuant to Schedule 3 such that the court will be prepared to sanction the Scheme of its voting rightsArrangement and the Prudential Reduction of Capital. 5.4 The Purchaser and the Seller respectively shall ensure that the instrument of transfer and bought notes and the sold notes referred to in paragraphs 1(a), procure that a Board meeting is held at which 1(b) and 5(a) of Schedule 3 shall not be executed in Hong Kong. 5.5 At Completion, the following business parties shall be transacted: comply with their respective obligations in Schedule 3 (aCompletion Arrangements) in accordance with the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters timeframes set out in Clause 5.3(iii)(a) that schedule. 5.6 Each party acknowledges and the amendment agrees that following Completion, none of the Articles of Association parties shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate rescind this Agreement pursuant agreement and, accordingly, each party, to this Clause 5.4(ii) if Seller’s breach the maximum extent permitted by Law, waives all and any rights of rescission it may have in respect of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactionsagreement. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. 5.1 Subject to fulfilment (or waiver by the conditions set out in Clauses 3.1, 3.2 and 3.3Purchaser) of the Conditions, Completion shall take place at 10:00 a.m. on the Completion Date, at 20/F, Xxxxxxxxx Xxxxx, 00-00 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (or at such other place and time as may be agreed by the Parties in writing) when all (but not some only) of the events described in this Clause 5 shall occur. 5.2. The 5.2 At Completion, the Vendor and the Vendor Guarantor shall deliver to the Purchaser: 5.2.1 duly executed transfer form(s) in respect of all of the Sale Shares in favour of the Purchaser or its wholly owned subsidiary referred to in Clause 2 designated by the Purchaser or the nominee(s) of either of them together with (in respect of the relevant physical Sale Shares) the relative share certificate(s) and/or (in respect of the relevant Sale Shares held in CCASS) the relevant instructions to the relevant CCASS participant(s) to effect the transfer(s) of the relevant Sale Shares through CCASS to the Purchaser or its wholly owned subsidiary referred to in Clause 2 designated by the Purchaser or such person(s) having an account(s) with CCASS as may be notified in writing by the Purchaser to the Vendor at least 2 Business Days prior to the Completion Date; 5.2.2 certified copies of the minutes of the meetings of directors, or the written approvals of the directors (as the case may be), of each of the Vendor and the Vendor Guarantor required to authorise the execution and completion of this Agreement by the Vendor and the Vendor Guarantor, and the performance by the Vendor and the Vendor Guarantor of their respective obligations hereunder; 5.2.3 legal opinions from legal counsel for the Vendor and the Vendor Guarantor in their respective jurisdictions of incorporation, confirming that the Vendor and the Vendor Guarantor are each validly incorporated and have the capacity to enter into this Agreement and that this Agreement constitutes the legal, valid and enforceable obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective.them; and 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for 5.2.4 if Hong Kong stamp duty is payable on the transfer of the Sale Shares to the Demat Account Shares, a cheque drawn in favour of "The Government of the Purchaser (details Hong Kong Special Administrative Region" in the amount of which shall be provided to the Seller Vendor's 50% share of the estimated stamp duty payable in writing as soon as practicable after respect of the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; sale and (d) use best endeavours to procure credit purchase of the Sale Shares to the Demat Account of the PurchaserShares. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to 9.1 Completion shall take place at the offices of NautaDutilh N.V. at Xxxxxxxxxxxxxxx 000, Xxxxxxxxx on the last day of the month in which fulfilment or waiver of the conditions set out in Clauses 3.1clause 4 (Conditions to Completion) takes place, 3.2 except that where less than five Business Days remain between such fulfilment and 3.3service and the last day of the month, Completion shall take place: (A) on the last day of the following month; or (B) at such other location, time or date as may be agreed between the Sellers, it being understood that the transfers of the Shares and the JV Co Shares shall take place on Completion at the offices of the Notary by way of execution of the Deeds of Transfer before the Notary. 9.2 At Completion, the parties shall comply with their respective obligations in sub-clauses 2.1 and 2.2 (in each case as applicable) and the Sellers shall do those things listed in Part A (Seller’s obligations) and Part D (Execution of Deeds of Transfer) of Schedule 2 (Completion arrangements); the Purchaser shall do, and Liberty Global shall procure that the Purchaser does, those things listed in Part B (Purchaser’s obligations) of Schedule 2 (Completion arrangements); and the Guarantors shall do those things listed in Part E (Guarantors’ obligations) of Schedule 2 (Completion arrangements). Completion shall take place in accordance with Part C (General) of Schedule 2 (Completion arrangements). 9.3 No party shall be obliged to complete any of the transactions set out in sub-clauses 2.1 and 2.2 or carry out any of the steps set out in Schedule 2 (Completion arrangements) unless sub-clauses 6.1, 6.2, 6.5(C) and 6.6 or 6.7 (as applicable) have been complied with and irrevocable arrangements are in place for all such transactions and steps to be completed by all relevant parties on the Completion Date in accordance with the sequence of events set out in this Agreement. For the avoidance of doubt, (A) both the beneficial and legal ownership of the Liberty Global Target Company Shares and the Vodafone Target Company Shares will transfer to Purchaser at Completion and not before and (B) both the beneficial and legal ownership of the JV Co Shares will transfer to Vodafone at Completion and not before. 9.4 If the Estimated Vodafone Equalisation Consideration is a positive number, then Vodafone hereby assigns to Liberty Global (for no additional consideration), with effect from Completion, either (i) that portion of the receivable owing to Vodafone from the Purchaser under sub-clause 2.3 which is of an amount equal to the Estimated Vodafone Equalisation Consideration or (ii) if the receivable owing to Vodafone from the Purchaser under sub-clause 2.3 is equal to or less than the Estimated Vodafone Equalisation Consideration, the full amount of such receivable (both (i) and (ii) being the “Relevant Assigned Amount”). 9.5 The Purchaser shall pay to each Seller the amount owing to that Seller under sub-clause 2.3 (such amounts reflecting, for the avoidance of doubt, the assignment of the Relevant Assigned Amount under sub-clause 9.4) out of the Escrowed Proceeds as soon as practicable after execution of the Deeds of Transfer as part of the distribution or payment of the Escrowed Proceeds to each Retained Group. The Sellers agree to use all reasonable endeavours to procure the distribution or payment of the Escrowed Proceeds to the Purchaser as soon as practicable after Completion and in any event prior to the date falling three Business Days after the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to 9.6 To the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled receivable owing to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof Vodafone from the Purchaser or under sub-clause 2.3 is not reasonably capable of being cured prior less than the Estimated Vodafone Equalisation Consideration, Vodafone shall pay to Liberty Global an amount equal to any such shortfall (the “Estimated Equalisation Consideration Shortfall”). Vodafone shall pay the Estimated Equalisation Consideration Shortfall in cleared funds to the Long Stop Date. (vi) By Liberty Global Account on the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to first Business Day following Completion in accordance with Clause 5.4 above,clause 29. (i) this Agreement shall become void and of no further force and effect; provided, however, 9.7 In the event that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive Purchaser has not discharged its obligation to pay the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior amount owing to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board Liberty Global under sub-clause 2.3 in accordance with Clause 6.2 sub-clause 9.5 (including taking into account the assignment of the Relevant Assigned Amount under sub-clause 9.4) within ten Business Days after the Completion Date (the “Estimated Equalisation Payment Deadline”), Vodafone shall resign pay to Liberty Global the Estimated Vodafone Equalisation Consideration (less the amount of any Estimated Equalisation Consideration Shortfall already paid by Vodafone to Liberty Global in accordance with sub-clause 9.6) in cleared funds to the Liberty Global Account on the Estimated Equalisation Payment Deadline in accordance with clause 29. To the extent that Vodafone pays such amount to Liberty Global in accordance with this sub-clause 9.7, then Liberty Global hereby assigns to Vodafone (for nil consideration), and with immediate effect, the Relevant Assigned Amount receivable owing to Liberty Global from the Purchaser pursuant to sub-clauses 2.3 and 9.

Completion. 5.1. 5.1 Subject to the conditions set out in Clauses 3.1terms of this Agreement and subject to the approval of the board of directors of the Purchaser, 3.2 and 3.3the Completion of the transactions contemplated by this Agreement, Completion shall take place pursuant to this clause at the offices of the Purchaser's Legal Counsel on the Completion Date. 5.2. The obligations of each of 5.2 Upon Completion the Parties under Clause 5.3 below are interdependent of each other. The Completion Seller, the Company, and the Holding Company shall not occur unless all of deliver to the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DatePurchaser: (ia) Subject to deductions pursuant to Clause 4.4, duly completed and signed transfers of the Sale Shares by the Seller in favor of the Purchaser shall remit or as it may direct together with the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account.relative bought/sold notes and share certificates; (iib) The Seller shall duly completed, executed and validly issued share certificates of the Sale Shares in favor of the Purchaser or as it may direct; (ac) provide to its Depository Participant duly executed DP Instructions in certified true copies of the prescribed form for minutes of meetings of the transfer Company and the Holding Company’s board of directors and shareholders approving the transfer, assignment and allotment of the Sale Shares to the Demat Account Purchaser; (d) certified true copies of the Purchaser (details minutes of which shall be provided to meetings of the Seller in writing as soon as practicable after Company and the Execution Date); (b) procure Holding Company’s board of directors and shareholders approving this Agreement and all matters herein contemplated and the transfer and assignment of its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement Sale Shares to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (be) an extra-ordinary general meeting the executed ESA; 5.3 Upon Completion the Purchaser shall deliver to the Seller and the Holding Company a copy of resolutions of the shareholders board of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent directors of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in approving this Agreement, which violationthe ESA and other documents necessary for the purpose of effecting this transaction and authorizing a person or persons to execute the same (with seal, breach or inaccuracy would cause where appropriate) for and on its behalf. The Purchaser shall issue to the Purchaser the share certificates for the Escrow Shares issued pursuant to clause 3.4.1 as soon as possible but in any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as event, within 20 working days of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 14.1 Completion shall take place on the 5th Business Day after the later of: 14.1.1 the day on which the Completion Conditions have been satisfied or waived; and 14.1.2 such other date as the Parties may agree in writing, (the Completion Date). 5.2. The obligations 14.2 Prior to the Completion Date, the Parties and the Notary shall enter into the Notary Letter. 14.3 At Completion, the Parties shall perform all actions or procure the performance of all actions as set out in Schedule 3 (Completion Agenda), it being understood and agreed that (i) any actions set forth therein which have already been performed before Completion, shall be deemed to have been performed at Completion and (ii) each of the Parties under Clause 5.3 below are interdependent of each other. The Completion actions set forth therein shall not occur unless all be conditional upon the completion of the obligations specified performances of all other actions expressed to be performed, executed or delivered at Completion in accordance with this Clause 5.3, have been simultaneously complied with and are fully effective14.3. 5.3. On 14.4 Each Party shall, at its own cost and expense, perform all such further acts and execute all such further documents as shall be necessary to fully effect the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Accounttransactions contemplated by this Agreement. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in 14.5 If the prescribed form for Sellers on the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by one hand or the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting other hand fail to perform or procure the performance of any of the shareholders actions set forth in the Completion Agenda and the performance of such action or actions is not waived by the other Party on the Completion Date, the Purchaser may if one or more of the Company Sellers failed to approve the matters set out in Clause 5.3(iii)(a) perform and the amendment of the Articles of Association shall be convened. 5.4. This Agreement Sellers may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of if the Purchaser failed to perform, without prejudice to any other rights and the Seller. (ii) By the Sellerremedies available to it pursuant to this Agreement or applicable Law, upon by written notice to the Purchaser, if other Party: 14.5.1 terminate (beëindigen) this Agreement with immediate effect; 14.5.2 effect Completion on the conditions set out in Clauses 3.1 and 3.3 Completion Date insofar as practicable having regard to the default(s) that have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”)occurred; provided or 14.5.3 demand that the Seller Party not performing shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed perform the consummation of the Transactions relevant actions as soon as possible, but ultimately within ten (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty10) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warrantiesdate set for Completion, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, resulting in: (i) this Agreement shall become void and of no further force and effect; provideda postponed Completion on the 10th Business Day following the date such action is completed, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of in which case the provisions of this Agreement prior apply as if the date to such termination; and which Completion is postponed is the date initially set for Completion, or (ii) if applicable, the Observer shall no longer be entitled to attend the meetings termination (beëindiging) of the Board (or any committee thereof) and the nominees of this Agreement with immediate effect by the Purchaser appointed on (in case the Board defaulting party is a Seller) or the Sellers (in accordance with Clause 6.2 shall resign with immediate effectcase the defaulting Party is the Purchaser), if the defaulting Party has not performed the relevant actions within such period.

Completion. 5.1. 6.1 Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, as hereinafter provided Completion shall take place in China on the Completion DateDate between the hours of 9:00 a.m. to 5.00 p.m. or at such other place and between such other hours as may be agreed between the parties hereto. 5.2. The obligations of each 6.2 On Completion the Vendor and the BVI Company shall deliver and produce to the Purchaser :- (a) duly executed transfers and contract notes of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all Sale Share in favour of the obligations specified Purchaser and/or such person(s) as the Purchaser may direct or nominate, accompanied by the relative share certificates in Clause 5.3respect of the Sale Share; (b) such waivers and/or consents and/or resolutions (whether members' or directors') as the Purchaser may require duly signed by members and/or directors; (c) such shares or any documents of the BVI Company as the Purchaser may require to enable the Purchaser and/or its representative or nominee to be registered as holders of the Sale Share; (d) written resolutions of the members and/or of the directors of the BVI Company and of Vendor (as the Purchaser may require) approving and/or ratifying the entering into of this Agreement and the due performance thereof; (e) such written evidence as may be reasonably satisfactory to the Purchaser to prove that the directors of the BVI Company have, have been simultaneously complied with before the signing of this Agreement duly made, and are fully effective.will, before and on Completion, duly make full disclosure of their respective interests in, of or in relation to this Agreement or the transaction herein contemplated pursuant to the Law, the Articles of Association of the BVI Company, and otherwise; 5.3. On (f) the Completion Dateoriginals as well as duly certified copies of the board resolutions of the then existing directors :- (i) Subject revoking all existing authorities to deductions pursuant to Clause 4.4, bankers in respect of the operation of its bank accounts and giving authority in favour of such persons as the Purchaser shall remit the Purchase Consideration (in immediately available funds) may nominate to the Seller’s Bank Account.operate such accounts; (ii) The Seller shall appointing such persons (awithin the maximum number permitted by the Articles of Association) provide to its Depository Participant duly executed DP Instructions in as the prescribed form for Purchaser may nominate as directors; and (iii) approving the transfer registration of the share transfers of the Sale Shares subject to the Demat Account same being duly stamped; (g) the Existing Management Accounts which must show full compliance with the terms and conditions of this Agreement; (h) the statutory books of the Purchaser (details of BVI Company which shall must be provided duly completed and written up to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows:date; (i) By the mutual written consent all books, accounts, papers and records of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing)BVI Company; (iiij) By the Purchaser, upon written notice resignations of all the then existing directors of BVI Company from their directorships with acknowledgements signed by each of them in a form annexed hereto as APPENDIX 1 to the Sellereffect that they have no claim against the BVI Company for compensation for loss of office, if fees or disbursements or otherwise whatsoever; (k) the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation written resignations of the Transactions. (iv) By the Seller (if the Seller is not in material breach then existing secretary of the Seller Warranties, covenants or agreements under this Agreement so BVI Company to take effect on the date of Completion with acknowledgements signed by him in a form annexed hereto as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice APPENDIX 1 to the Purchasereffect that he has no claim against the BVI Company for compensation for loss of office, if there has been a material inaccuracy of any statement fees or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing disbursements or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.whatsoever;

Completion. 5.1. Subject to 5.1 Completion of the conditions set out in Clauses 3.1, 3.2 sale and 3.3, Completion purchase hereby agreed shall take place on immediately following the Completion Dateexecution and exchange of this Agreement at the offices of the Purchaser’s Solicitors (or at such other place as the Vendor and the Purchaser shall agree). 5.2. The obligations of each of 5.2 At Completion, the Parties under Vendor (and NPS Ltd with respect to Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of 5.2 (v), (vi) and (vii)), shall: (a) deliver or cause to be delivered to the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DatePurchaser: (i) Subject to deductions pursuant to Clause 4.4, a copy of this Agreement duly executed by the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank AccountVendor. (ii) The Seller all physical items among the Assets hereby agreed to be sold title to which is capable of passing by physical delivery; (iii) the written consent of any debenture holder or mortgagee or other person whose consent is necessary to the sale of any of the Contracts and/or Assets together with the appropriate release; (iv) written confirmation all third-party consents required to give the Purchaser the full benefits of the Assets; (v) a copy of the minutes of a meeting of the directors of the Vendor and NPS Ltd authorising the sale of the Contracts and Assets for the Consideration and authorising the execution by the Vendor and NPS Ltd of this Agreement; (vi) provide or make available any and all records relating to National Insurance and PAYE payments for the Transferring Employees and to section 49 of the VATA 1994; and (vii) provide or make available or relevant personal data relating to the Employees; (viii) evidence, in an agreed form, of the full-service history of each Turbine; (ix) copies of each Contract and any other relevant and/or ancillary documentation in respect of the Contracts and Assets; (x) source code for the software that is licensed pursuant to the License Agreement; (xi) a copy of the License Agreement duly executed by the Vendor; (xii) A copy of the Escrow Agreement duly executed by the Vendor and NSE; and (xiii) Evidence of the waiver of security and consent from Comerica Bank in relation to this Agreement. (b) Support Purchaser from Completion to March 31, 2019 in Purchaser’s efforts (on equipment including hardware and third party software purchased at the Purchaser’s cost but at the Vendor’s direction) to implement and install a fully assembled and operational IT System; 5.3 Subject to the due performance and compliance in full by the Vendor of its obligations under Clause 5.2 the Purchaser shall at Completion: (a) provide Make the payment referred to its Depository Participant duly executed DP Instructions in Clause 4.2 (b) deliver or cause to be delivered to the prescribed form for the transfer Vendor: (i) a copy of the Sale Shares to minutes of the Demat Account meeting of the directors of the Purchaser authorising the purchase of the Contracts and Assets for the Consideration and authorising the execution by the Purchaser of this Agreement; and (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (bii) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of this Agreement duly executed by the Purchaser. (iii) The Seller shall, to a copy of the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated License Agreement duly executed by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convenedPurchaser. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. 5.1 Subject to fulfilment or waiver of all the conditions set out in Clauses 3.1, 3.2 and 3.3Conditions, Completion shall take place on the Completion DateDate at such place as the Parties may agree when all (and not part only) the acts and requirements set out in Clauses 5.2 and 5.3 shall be complied with. 5.2. The obligations of each of 5.2 At Completion, the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DateSeller shall: (ia) Subject deliver to deductions pursuant to Clause 4.4, the Purchaser shall remit duly completed and signed stock power forms, authorising and instructing the Purchase Consideration (in immediately available funds) Share Registrar to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer record ownership of the Sale Shares to the Demat Account account of the Purchaser (details of which shall be provided to in the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit share register of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approvedCompany; and (b) an extra-ordinary general meeting of the shareholders of procure the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior deliver to the Completion Date as follows: (iPurchaser a share certificate(s) By in the mutual written consent name of the Purchaser and in respect of the Seller.Sale Shares. Such share certificate shall bear a legend in substantially the form set forth below (in addition to any other legends required under other applicable Laws): (ii) By 5.3 At Completion, the Seller, upon written notice Purchaser shall pay to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice an amount equal to the Seller, if Consideration in the conditions manner set out in Clauses 3.2 and 3.3 have 3.3. 5.4 None of the Parties shall be obliged to complete the sale and purchase of the Sale Shares unless the other Party complies fully with the requirements of Clauses 5.2 and 5.3 which are expressed to be the other Party’s obligations. 5.5 If Completion does not been satisfied take place on the Completion Date (the “Intended Completion Date”) due to the Purchaser or satisfied subject only Seller failing to comply with any of its obligations under this Clause 5 (whether such failure by such Party amounts to a repudiatory breach or not), then the Seller may (in the case of a default by the Purchaser) or the Purchaser may (in the case of a default by the Seller) (the “Non-Defaulting Party”) in their respective absolute discretion, by written notice to the Purchaser or the Seller (as the case may be) (the “Defaulting Party”), and without prejudice to any other rights: (a) proceed to Completion where applicableon that date, to the extent that the Non-Defaulting Party is ready, able and willing to do so, and specify a later date by which the Defaulting Party shall be obliged to complete its relevant outstanding obligations; (b) or waived (where applicable) on or before elect to defer Completion to a Business Day no later than the Long Stop Date; provided that the Purchaser shall not be entitled to or (c) terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the TransactionsAgreement. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion shall take place at the offices of the Purchaser’s Lawyers at 11.00 a.m. on the 2nd Business Day after the date on which all the Conditions are satisfied or, where permitted, waived or at such other time and on such other date as the Sellers and the Purchaser may agree. 4.2 On the Completion Date, the Purchaser will pay the Cash Purchase Price together with any late payment interest accrued thereon in accordance with Schedule 2 “Interest” by wire transfer into the Notary’s account in accordance with Clause 14 “Payments”. 4.3 On the Completion Date, after confirmation by the Notary that the Cash Purchase Price has been received in the Notary’s account, the Purchaser, each of the Sellers and the Notary shall execute a Deed of Transfer and the Purchaser shall acknowledge the transfer of the Shares by signing the Deed of Transfer. Immediately thereafter, on the Completion Date. 5.2. The obligations of , the Notary will pay to each of the Parties under Clause 5.3 below are interdependent Sellers, by wire transfer of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to , the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer amount of the Sale Shares Cash Purchase Price set forth opposite such Sellers’ name on Schedule 1 “The Shareholdings”, plus any interest accrued thereon, in accordance with this Agreement, and the instruction letter to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated signed by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of Sellers, the Purchaser and the SellerNotary on the Completion Date in the form attached hereto as part of Schedule 7 “Deed of Transfer”. (ii) By the Seller, upon written notice to 4.4 The Notary is a civil law notary with the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation Lawyers. Each of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 Sellers and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller acknowledges that it is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach aware of the provisions of this Agreement prior to such termination; and the Ordinance containing Rules of Professional Conduct and Ethics (ii“Verordening beroeps- en gedragsregels”) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board Royal Professional Organisation of Civil Law Notaries (or any committee thereof) Koninklijke Notariële Beroepsorganisatie). Each Seller as well as the Purchaser acknowledges and agrees that the nominees Purchaser’s Lawyers may advise and act on behalf of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectrespect to this Agreement and any agreements and/or any disputes related to or resulting from this Agreement.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 6.1 Completion shall take place on the Completion DateDate at the offices of the Purchaser’s or the Seller Lawyers, in each case taking into account applicable tax considerations, or at such other place as is agreed in writing by the Seller and Purchaser. 5.26.2 At Completion the Seller shall undertake those actions listed in Part 1of Schedule 2 (Completion Arrangements) and the Purchaser shall undertake those actions listed in Part 2 of Schedule 2 (Completion Arrangements). The Payment of the Closing Amount to the Seller’s Designated Account shall discharge the obligations of each the Purchaser (a) pursuant to Clause 6.4 and (b) to pay the Closing Amount, and the Purchaser shall not be concerned as to the application of the Parties Closing Amount between the Relevant Sellers. 6.3 If: (i) the Seller breaches its obligations under Clause 5.3 below are interdependent 6.2 and under paragraph 1, 2.3, 2.5, 3.2, 3.4, 3.5, 3.6 or 3.7 of each other. The Part 1 of Schedule 2 (Completion Arrangements); or (ii) the Purchaser breaches its obligations under Clause 6.2 and under paragraph 1, 2, 3 or 4 of Part 2 of Schedule 2 (Completion Arrangements) on the Completion Date, the Seller (in the case of a breach by the Purchaser) or the Purchaser (in the case of a breach by the Seller) shall not occur unless all be obliged to complete this Agreement and the Seller or, as the case may be, the Purchaser, may elect by notice in writing to the other to: (a) defer Completion (with the provisions of this Clause 6 applying to Completion as so deferred); (b) proceed to Completion as far as practicable (without limiting its rights and remedies under this Agreement); or (c) treat this Agreement as terminated for breach of condition subject to, and on the obligations specified in basis set out in, Clause 5.3, have been simultaneously complied with and are fully effective13.5. 5.3. On 6.4 Immediately following Completion but on the Completion Date: (ia) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit procure that each relevant Group Company repays to the Purchase Consideration (in immediately available funds) to relevant member of the Seller’s Bank Account. Group (iiother than another Group Company) The Seller the amount of any Estimated Intra-Group Financing Payables in respect of that Group Company, and shall (a) provide to its Depository Participant duly executed DP Instructions in acknowledge on behalf of each relevant Group Company the prescribed form for the transfer payment of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller Estimated Intra-Group Financing Receivables in writing as soon as practicable after the Execution Dateaccordance with Clause ‎6.4(b); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if procure that each relevant member of the Seller’s breach Group (other than a Group Company) repays to the relevant Group Company the amount of this Agreement has prevented or materially delayed the consummation any Estimated Intra-Group Financing Receivables in respect of that Group Company, and shall acknowledge on behalf of each relevant member of the Transactions (which term for Seller’s Group the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation payment of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, nonEstimated Intra-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion Group Financing Payables in accordance with Clause 5.4 above,‎6.4(a). (i) this Agreement 6.5 The repayments made pursuant to Clause 6.4 shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board adjusted in accordance with Clause 6.2 7.4 when the Closing Statement becomes final and binding in accordance with Clause ‎7.2(a). 6.6 The Parties agree that notwithstanding Clause 6.1, if any Local Transfer Document is required to be notarised, the relevant Parties shall resign execute such document on the Completion Date at a mutually convenient location where a notary with immediate effectthe required qualification will be present.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion under this Agreement shall take place on at the Completion Dateoffices of the Seller at a time agreed by the Parties. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. 4.2 On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer Date all but not part of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the 4.2.1 The Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice shall: pay to the Seller, if or pay in accordance with a direction from an Affiliate to an Affiliate, the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (Consideration as increased or satisfied subject only decreased by the Working Capital Adjustment; deliver to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Other Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in material breach Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller Warrantiesauthorising its entry into the transactions contemplated by this Agreement; and, covenants if relevant, (ii) a Power of Attorney authorising a person or agreements under persons to sign this Agreement so as to cause any and the Assignment Documents on behalf of the conditions set forth in Clause 3.2 and/or 3.3(i) not Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to be satisfied), upon written notice transfer the Other Interests to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of . 4.2.3 Title to the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of Interests and the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof Other Interests shall pass from the Seller or is not reasonably capable of being cured prior to the Long Stop DatePurchaser upon Completion. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. 4.1 Subject to the conditions set out in Clauses 3.1, 3.2 satisfaction or waiver of the Conditions Precedent [and 3.3, Completion Clause 4.5] completion of the sale and purchase of the Asset shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On Date at the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, Venue when the Purchaser following shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions take place in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted:order:- (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows:Seller shall:- (i) By deliver to the mutual written consent Purchaser copies of the Purchaser and the Seller.Secretary of State Consents; (ii) By the Seller, upon written notice deliver to the Purchaser, if Purchaser the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation Documents duly executed by all of the Transactions (which term for parties thereto other than the purposes Secretary of this Clause 5.4(ii) shall not include State and the Financing)Purchaser; (iii) By deliver to the PurchaserPurchaser a copy, upon certified as a true copy (in accordance with section 3 of the Powers of Attorney Act 1971) of the Power of Attorney authorising the execution of the Completion Documents on behalf of the Seller; and [(iv) deliver written notice confirmation that the Condition Precedent referred to at Clause 2.2.4 has been fulfilled.] (b) the Purchaser shall:- (i) pay to the Seller the Consideration together [with interest accrued pursuant to Clause 3.2] by means of a direct transfer in cleared readily available funds to the Seller's Account no later than close of business London time, if on the conditions set out Completion Date; (ii) execute all the Completion Documents to which it is to be party and deliver copies thereof, certified as true copies, to the Seller; (iii) deliver to the Seller a copy, certified as a true copy [(in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation accordance with section 3 of the Transactions.Powers of Attorney Act 1971) of the Power of Attorney] authorising the execution of the Completion Documents on behalf of the Purchaser; (iv) By [deliver to the Seller (if Operator a letter of credit in the Seller is not in material breach of form and amount agreed with the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice Operator to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior 's liability pursuant to the Long Stop Date.Decommissioning Agreement]; and (v) By deliver to the Seller the Deed of Indemnity, duly executed by the Purchaser (if and [ ]. 4.2 Each of the Parties shall, and shall procure that its respective Affiliates shall, execute such other documents and do all such other acts and things as may reasonably be required in order to effect the disposal of the Asset to the Purchaser is not in material breach and otherwise carry out the true intent of this Agreement. 4.3 The Seller shall deliver to the Purchaser Warrantiesthe Asset Data, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied)Asset Documents, upon written notice the Data Room Documents and such other documentation relevant to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of Asset as the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of Purchaser may reasonably request as soon as practicable following the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of Completion Date but no later than 30 days following the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller 4.4 If Completion does not take place on or the Purchaserbefore 2400 hours on [ ], upon either Party may terminate this Agreement by written notice to the other, if a court to be without prejudice to rights and obligation accrued prior to termination.] 4.5 [If, prior to Completion, material loss or damage is sustained to any of competent jurisdiction or any other Governmental Authority the Asset Property, the Purchaser shall not be obliged to complete the sale and purchase of the Asset and shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of right by notice in writing to the TransactionsSeller to terminate this Agreement without prejudice to rights and obligations accrued prior to termination.] [See 2.2.4]. 5.5. If 4.6 [Completion under this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this and completion under the Connected Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effecttake place simultaneously.]

Completion. 5.1. Subject (a) The obligations of the Subscriber under this Agreement to deposit the Subscription Funds at Completion are conditional upon the following conditions being satisfied or waived by such Subscriber in writing: (i) the Company not being in material breach of this Agreement at Completion; (ii) each of the Warranties remaining true and accurate in all material respects at Completion; (iii) the passing of the resolutions referred to in Clause 4.2 (b) herein; (iv) the results of the due diligence regarding Intellectual Property Rights and scientific and regulatory matters relating to the Company and its operations conducted by the Subscriber and/or his/her advisers being satisfactory to the Subscriber; (v) any and all rights of pre-emption or restriction on issue in respect of the Subscription Shares and other matters contemplated in this Agreement conferred on any persons under the articles of association of the Company or otherwise being waived irrevocably by the persons entitled to them; (b) The obligations of the Company under this Agreement to issue the Subscription Shares at Completion are conditional upon the following conditions being satisfied or waived by the Company in writing: (i) The Subscriber not being in material breach of this Agreement at Completion; (ii) The grant of the Power of Attorney in substantially the form and content of the power of attorney attached in the Third Schedule herein; and (iii) The passing of the resolutions referred to in Clause 4.3 (c) herein; (bb) For the avoidance of doubt, the Subscriber herein hxxxxx agrees and undertakes to do all things and take all steps as are necessary to grant, execute and deliver the Power of Attorney upon the terms and conditions set out therein. (c) The Company and/or the Subscriber may waive all or any of the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied this Agreement with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) respect to the Sellerother Party’s Bank Accountobligations only on such terms and conditions as it may deem appropriate. (iid) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in In the prescribed form for the transfer event of any of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller conditions in writing as soon as practicable after the Execution Date); Clause 3.1(a) and/or (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated not being satisfied or waived by the Purchaser on Company and/or the Board shall be approved; and Subscriber (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived by 15 April 2021 (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties may agree in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iiwriting) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of then the provisions of this Agreement (with the exception of those set out in 7, 8, 8A, 9, 11, 12 and 13 which shall continue in full force and effect) shall forthwith terminate and cease to be of effect and save as aforesaid no Party shall have any further liability under or pursuant to the provisions of this Agreement provided that such termination shall be without prejudice to the accrued rights and liabilities of the Parties occurring prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place at the offices of Studio Legale Bird & Bird, in Milan, at 10 a.m., on the 5th (fifth) Business Day following the date on which all the Conditions Precedent set forth in Clause 4.1 shall have been fulfilled (the “Completion Date”), or at such other place, date and time as the parties may hereafter agree in writing. 5.2 At Completion the Seller and the Purchaser shall comply with their respective obligations set out in Schedule 11. 5.3 If the obligations of the Seller or the Purchaser under Schedule 11 are not complied with on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified Date in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4any material respect, the Purchaser shall remit the Purchase Consideration (in immediately available fundsthe case of default by the Seller) or the Seller (in the case of a default by the Purchaser) shall be entitled (in addition to and without prejudice to all other rights and remedies available) by written notice to the Purchaser or the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in , as the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transactedcase may be: (a) the appointment to defer Completion for a period of directors nominated by the Purchaser on the Board shall be approved; and up to ten (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty10) Business Days after receipt by the Purchaser of written notice thereof from the Seller or (provided always that such date is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 5 shall apply to Completion as so deferred; (Definitions and Interpretation)b) to require the parties to proceed to Completion as far as practicable, 11 having regard to the defaults which have occurred; and (Announcements and Confidentiality), 12 c) subject to Completion having first been deferred for a period of at least ten (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession10) Business Days under Clause 5.3(a) and 14.11 (Expenses) shall survive the termination parties having used reasonable endeavours to effect Completion during that period, to terminate this Agreement by notice in writing to the Purchaser or the Seller, as the case may be. 5.4 All amounts expressed to be payable to the Seller pursuant to any provision of this Agreement indefinitely shall be paid (without set-off or deduction) to the Designated Account, and that nothing herein the receipt of each such amount in the Designated Account shall relieve be an absolute discharge to the Purchaser of the obligation to pay such amount and the Purchaser shall not be concerned to see to the application of any Party from any liability for fraud such amount thereafter. 5.5 All actions and transactions constituting the Completion pursuant to this Agreement (including, without limitation, this Clause 5 and Schedule 11), as well as all actions and transactions constituting the Completion under the Oss SPA, shall be regarded as one single transaction so that, at the option of the party having interest in the performance of the relevant specific action or any breach of transaction, no action or transaction constituting the Completion shall be deemed to have taken place if and until all other actions and transactions constituting the Completion shall have been properly performed in accordance with the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings and of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectOss SPA.

Completion. 5.1. 4.1 Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3Conditions Precedent being fulfilled or (as the case may be) waived, Completion shall take place at 20/F., Alexandra House, 16-20 Chxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (xx xxxx xxxxx xxxxx xx xxx Xxmpany and the Subscriber shall agree in writing) at 11:00 a.m. Hong Kong time on the Completion Date. 5.2. The obligations third Business Day next following the date of each fulfilment of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of Conditions Precedent (other than the obligations specified Condition Precedent set out in Clause 5.33.1(g), have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (h), (i) Subject and (j)) last in time to deductions pursuant be fulfilled or waived by the Subscriber (as the case may be) (or such other date as the parties and the parties to Clause 4.4, the Purchaser shall remit Other Subscription Agreements may agree in writing) (such date being the Purchase Consideration (in immediately available funds"Completion Date") to the Seller’s Bank Accountintent that Completion of the Subscription and completion of the subscription of Notes under the Other Subscription Agreements shall take place at the same time and place. 4.2 At Completion all (iibut not some only) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted:transacted:- (a) the appointment Company shall deliver to the Subscriber (i) a certified copy of directors nominated the board resolution of the Company approving and authorising the execution and completion of this Agreement, the issue to the Subscriber (or as it may direct) of the Subscription Note by the Purchaser on Company and the Board shall be approvedexecution of the Trust Deed; (ii) certified copies of documentary or other evidence reasonably satisfactory to the Subscriber showing that the Conditions Precedent (to the extent not waived) have been fulfilled; (iii) the Subscription Note duly issued in favour of the Subscriber or as it may direct; (iv) a certified copy of the Trust Deed and the Paying and Conversion Agency Agreement; and (b) an extra-ordinary general meeting the Subscriber shall deliver a banker's draft issued by a licensed or registered bank in Hong Kong in the amount of the shareholders of HK$300 million made payable to the Company or such other person as the Company may direct or effect payment by telegraphic transfer to approve an account designated by the matters set out in Clause 5.3(iii)(a) and Company. 4.3 Neither the amendment of Company nor the Articles of Association Subscriber shall be convened. 5.4obliged to proceed to Completion if the Other Subscription Agreements cannot be completed at the same time. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the PurchaserAccordingly, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth Other Subscription Agreements cannot be completed at the same time, the Company or the Subscriber may by notice in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice writing to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date.elect to:- (va) By defer Completion to a date not more than 28 days after the Purchaser said date (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement and so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 4 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expensesexcept this Clause 4.3) shall survive apply to Completion as so deferred); or (b) terminate this Agreement without any liability on the part of the Company or the Subscriber. 4.4 In the event of a termination of this Agreement indefinitely pursuant to Clause 4.3, all obligations of each of the parties under this Agreement, save for Clauses 7 to 11, shall cease and that nothing herein determine and neither party shall relieve have any Party from claim against any liability other party in respect of any matter arising out of or in connection with this Agreement except for fraud or any breach of the provisions of this Agreement arising prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to 5.1 Completion of the conditions set out in Clauses 3.1, 3.2 sale and 3.3, Completion purchase of the Sale Shares and the assignment of the Shareholder’s Loan under this Agreement shall take place on the Completion Date. 5.2. The obligations of each Date at 11:00 a.m. at Room 1905, 19th Floor, Queen’s Place, No.74 Queen’s Road Central, Central, Hong Kong (or such other place and time as the parties hereto may agree in writing) when all (but not part only) of the Parties under Clause 5.3 below are interdependent following business shall be transacted:- (a) the Vendors shall deliver to the Purchaser:- (1) sold notes and instruments of each other. The Completion shall not occur unless all transfer in respect of Sale Shares duly executed by the Vendors and/or the registered holder of the obligations Sale Shares; (2) resignation letters of Xxx Xxxx Xxxx, Xxxx and Xxx Xxxxx Xxx, Xxxx as directors and Xxx Xxxxx Xxx, Xxxx as secretary of the Company, confirming no claim against the Company for loss of office; (3) the original Title Certificates and the keys to the Properties; (4) all the Company’s statutory books of account and records, the company chop, the common seal, together with all unissued share certificates of the Company, certificate of incorporation and copies of the memorandum and articles of association of the Company in the possession of the Vendors; and (5) the Deed of Assignment of the Shareholder’s Loan duly executed by Super Insight and the Company, (b) the Purchaser shall deliver to the Vendorsr:- (1) evidence of bank transfer in respect of the consideration specified in Clause 5.3, have been simultaneously complied with 4.l(b); (2) bought notes and are fully effectiveinstruments of transfer in respect of Sale Shares duly executed by the Purchaser and/or the registered holder; (3) consent to act as directors and company secretary by persons nominated by the Purchaser; (4) a deed of undertaking duly executed by the Purchaser to the Stamp Office of the Hong Kong Inland Revenue Department in respect of his share of stamp duty assessable in respect of the transaction contemplated under this Agreement; and (5) the Deed of Assignment of Shareholder’s Loan duly executed by the Purchaser. 5.3. On (c) the Completion Date: Vendors shall procure that board meeting of the Company be held and resolutions be passed to approve (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares Shares, subject to the Demat Account payment of the Purchaser stamp duty (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (bif required) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (aii) the appointment of directors persons nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders as directors and company secretary of the Company to approve and acknowledge the matters set out in Clause 5.3(iii)(a) resignation of Xxx Xxxx Xxxx, Xxxx and the amendment Xxx Xxxxx Xxx, Xxxx as directors and Xxx Xxxxx Xxx, Xxxx as secretary of the Articles of Association shall be convenedCompany. 5.4. This Agreement may be terminated 5.2 If the Purchaser fails to complete the purchase on or prior to the Completion Date as follows: (i) By unless such failure is due to the mutual written consent wilful default of the Vendors) or if the Purchaser and the Seller. (ii) By the Seller, upon written notice fails to the Purchaser, if observe or comply with any of the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (the Proposed Sale or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from if the Execution Date or such later date as may be mutually agreed between balance of the Parties in writing (“Long Stop Date”); provided that the Seller purchase price shall not be entitled paid on the due date for payment thereof, the deposit referred to terminate this Agreement pursuant to this in Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed 4.1 shall be absolutely forfeited by the consummation of Vendors as and for liquidated damages and not as penalty and the Transactions (which term for the purposes of this Clause 5.4(ii) Vendors shall not include the Financing); (iii) By the Purchaser, upon written notice to the Sellerbe at liberty, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only Vendors see fit, to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate rescind this Agreement pursuant and to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented retain the Company or materially delayed to resell the consummation of Company or any part or parts thereof by public auction or public or private tender or private contract or partly by the Transactions. (iv) By other or others and subject to any conditions and stipulations as the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written Vendors may think fit without notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, . Any deficiency arising from such resale (after giving credit for monies forfeited as aforesaid) and all expenses attending the same or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to attempted resale shall be satisfied as of the Completion Date, made good and such violation, breach or inaccuracy has not been waived by the Seller or cured paid by the Purchaser within 20 (twenty) Business Days after receipt as and for liquidated damages and not as penalty and any increase in price realized by any such resale shall belong to the Vendors. 5.3 In the event of the Vendors failing to complete the sale in accordance with the terms hereof, the deposit paid by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice Vendors pursuant to the Sellerprovisions hereof shall be returned, if there has been a material inaccuracy of any statement or warrantywithout interest, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop DatePurchaser. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. (A) Subject to satisfaction of all the conditions set out Conditions in full (save for any Condition the full compliance or satisfaction of which has been waived by the Purchaser) and the provisions under Clauses 3.1, 3.2 2 and 3.35, Completion shall take place on the Completion Date. 5.2. The obligations of each Date at the offices of the Parties under Clause 5.3 below are interdependent of each other. The Completion Company at 3.00 p.m. or at such other place and time as shall not occur unless all be mutually agreed by the parties hereto (time in either case being of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: essence) when all (ibut not part only) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transactedtransacted:- (i) the Vendors shall (so far as it is within their respective powers and capacities so to do) deliver or cause to be delivered to the Purchaser:- (a) certified true copies of the documents referred to in Clauses 2(A) (vi) to (ix); (b) the Deed of Indemnity duly executed by each of the Vendors; (c) evidence to the satisfaction of the Purchaser that the term of the Joint Venture Contract has been validly extended from 20 years to 31 years; (d) certified true copies of such legal opinions to the satisfaction of the Purchaser (in form and substance) as the Purchaser may request; (ii) the Vendors (so far as it is within their respective powers and capacities so to do) shall procure that with effect from Completion: (a) the appointment of directors 5 persons nominated by the Purchaser on be appointed as new directors of the Board Company; (b) the General Manager, Chief Accountant, and such other managerial personnel as nominated by the Purchaser be appointed by the board of directors of the Company in accordance with the meeting rules of the Company; (c) the resignation of such number of directors of the Company so that the number of directors in the new board of the Company after the appointments referred to in Clause 9(A)(ii)(a) above shall be approved8; and (bd) an extra-ordinary general meeting the resignation of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date such managerial personnel as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing)request; (iii) By the Vendors shall (so far as it is within their respective powers and capacities so to do) produce evidence to the satisfaction of the Purchaser that save for those related party transactions which have been disclosed in writing by the Vendors, any arrangements and agreements between the Vendors and the Company shall be terminated with effect from the Completion Date by mutual agreement between the respective parties thereto without liability on the part of the Company ; (iv) the Vendors shall (so far as it is within their respective powers and capacities so to do) return or deliver and cause to be returned or delivered to the Company or the Purchaser all Corporate Documents of the Company; (v) the Vendors shall (so far as it is within their respective powers and capacities so to do) deliver and cause to be delivered to the Purchaser written confirmation that the Vendors are not aware of any matter or thing which is in breach of any of the Warranties when they take effect on Completion; (vi) the Vendors shall deliver such other documents to the Purchaser as may be required to give the Purchaser good title to the Sale Capital and to enable the Purchaser or its nominees to become the owner thereof;and (vii) the Purchaser shall procure that the Purchaser, upon written notice 's Solicitors shall pay to each of the Vendors the Initial Consideration in cash or in the manner as the Vendors and the Purchaser shall have agreed and as the Purchaser shall have been notified in writing at least two Business Days prior to the SellerCompletion Date, if such notification shall in any event be binding on each of the conditions set out in Clauses 3.2 and 3.3 have not been satisfied Vendors. (or satisfied subject only to Completion where applicableB) or waived (where applicable) on or before the Long Stop Date; provided that the The Purchaser shall not be entitled obliged to terminate complete this Agreement pursuant or perform any obligations hereunder unless the Vendors comply fully with the requirements of Clause 9(A). Without prejudice to any other remedies which may be available to the Purchaser hereunder, if any provision of this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller 9 is not in material breach of complied with by the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of Vendors on the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above,may:- (i) this Agreement shall become void and of no further force and effect; provided, however, defer Completion to a date falling not more than 28 days after the original Completion Date (so that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation)9 shall apply to the deferred Completion) provided that, 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) time shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach be of the provisions of essence as regards the deferred Completion and if Completion is not effected on such deferred date, the Purchaser may rescind this Agreement prior to such terminationAgreement; andor (ii) if applicable, proceed to Completion so far as practicable (but without prejudice to the Observer Purchaser's rights hereunder) insofar as the Vendors shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance not have complied with Clause 6.2 shall resign with immediate effect.their obligations hereunder; or

Completion. 5.1. Subject to 3.1 Completion shall take place simultaneously with the conditions set out execution of this agreement at a place and time agreed in Clauses 3.1, writing by the parties or electronically. 3.2 and 3.3, Completion of the subscription by MGT for the Subscription Shares shall take place on the Completion DateDate when the events set out in clause 3.3 below shall take place in such order as MGT may require. 5.2. 3.3 The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion following events shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On on the Completion Date: (ia) Subject to deductions pursuant to Clause 4.4, MGT shall pay the Purchaser shall remit Company the Purchase Consideration (in immediately available funds) Subscription Price by electronic transfer to the SellerCompany’s Bank Accountbank account as advised to MGT by the Company. Payment made in accordance with this clause 3.3(a) shall constitute a good discharge for MGT of its obligations under this clause3; (b) MGT will enter into the MGT Secured Facilities. (iic) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer a meeting of the Sale Shares to the Demat Account of the Purchaser (details of which Board shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as followsshall: (i) By adopt the mutual written consent of the Purchaser and the Seller.New Articles; (ii) By the Seller, upon written notice subject to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation receipt of the Transactions (which term for Subscription Price, issue and allot the purposes Subscription Shares credited as fully paid to MGT and enter its name in the register of this Clause 5.4(ii) shall not include the Financing)members in respect of them; (iii) By execute and deliver to MGT a share certificate for the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions.Subscription Shares; (iv) By accept the Seller (if the Seller is not in material breach resignations of each of the Seller Warranties, covenants or agreements under this Agreement so Continuing Shareholders as to cause any employees of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date.Company; (v) By appoint MGT as Company Secretary and a Director (on the Purchaser (if basis that MGT shall be represented on the Purchaser is not in material breach Board of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived Company by the Purchaser MGT Representatives who shall each be entitled to exercise one vote on the Board notwithstanding the Articles or cured by the Seller within 20 (twentyNew Articles or otherwise) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date.; (vi) By approve and authorise the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation execution of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that Service Agreements by the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such terminationCompany; and (iivii) if applicable, pass any other resolutions required to carry out the Observer shall no longer be entitled to attend Company’s obligations under this agreement; (d) the meetings Company and each of the Board New Directors shall enter into the Service Agreements; and (or any committee thereofe) the Company Secretary shall be instructed to file all appropriate resolutions and forms with the nominees Registrar of Companies within the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effecttime limits prescribed for filing each of them.

Completion. 5.1. Subject to (i) The subscription of the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion Placement Shares shall take place on within five (5) business days from the Completion Unconditional Date or such other date as may be determined by the Board (“Subscription Date. 5.2. The obligations of each ”), whereupon in exchange for the performance of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified actions referred to in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (iSection 3(ii) Subject to deductions pursuant to Clause 4.4below, the Purchaser Parties agree that the stakeholder shall remit release the Purchase Consideration (in immediately available funds) Total Subscription Price to the Seller’s Bank AccountCompany and the stakeholder shall immediately do so. (ii) The Seller On the Subscription Date, the Company shall upon receipt of the Total Subscription Price from the stakeholder simultaneously: (a) provide to its Depository Participant duly executed DP Instructions in issue and allot the prescribed form for the transfer of the Sale Placement Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date)each Second Tranche Subscriber; and (b) procure its Depository Participant deliver such other duly executed documents as may be required under the law to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement give effect to the Purchaser; issuance and (d) use best endeavours to procure credit allotment of the Sale Placement Shares to the Demat Account of the Purchasereach Second Tranche Subscriber. (iii) The Seller shall, to the extent it is able Company undertakes to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transactedon the Subscription Date: (a) allot and credit the appointment Placement Shares to the central depository system (“CDS”) for the account of directors nominated by each Second Tranche Subscriber; (b) instruct the Purchaser on CDS to credit each Second Tranche Subscriber’s account with the Board shall be approvedPlacement Shares; (c) procure the crediting of the Placement Shares to each Second Tranche Subscriber’s account; (d) enter the name of each Second Tranche Subscriber into the records of depositors of the Company; and (be) an extra-ordinary general meeting procure the listing and quotation of the shareholders Placement Shares on the Main Market of the Company to approve the matters set out in Clause 5.3(iii)(aBursa Securities within five (5) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) business days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Subscription Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place on the Completion DateDate at the offices of the Buyer's Solicitors or at such other place as is agreed by the parties in writing. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. 5.2 The Completion Date shall not occur unless all of be: (a) the obligations specified in Clause 5.3, tenth Business Day after the Condition have been simultaneously complied with fully satisfied (or waived); or (b) any other date agreed by the Seller and are fully effectivethe Buyer in writing. 5.3. On 5.3 At the Completion Date: (a) the Seller shall: (i) Subject deliver or cause to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) be delivered to the Seller’s Bank Account.Buyer the items listed in paragraph 1 of Schedule 4; (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board board meeting of the Company is held at which the following business shall be transacted:matters set out in paragraph 2 of Schedule 4 are carried out; and (aiii) the appointment of directors nominated deliver any other documents referred to in this agreement as being required to be delivered by the Purchaser on the Board shall be approvedSeller at Completion; and (b) an extra-ordinary general meeting of the shareholders of Buyer shall (subject to the Company to approve Seller complying with their obligations in clause 5.3(a)) pay the matters set out in Clause 5.3(iii)(a) Initial Consideration, the Prepayments and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior Estimated Completion Net Current Assets in accordance with clause 4.2 and deliver to the Completion Date as followsSeller: (i) By the mutual written consent a signed acknowledgement of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such terminationDisclosure Letter; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings a certified copy of the Board resolutions, in agreed form, passed by the Buyer's shareholders approving the Transaction; and (or any committee thereofiii) a certified copy of the resolutions, in agreed form, of the Buyer's board of directors approving the Transaction and the nominees execution and delivery of the Purchaser appointed on Transaction Documents to be delivered by the Board Buyer at Completion. 5.4 Immediately Completion and after the matters set out above have taken place (and for the avoidance of doubt after beneficial interest in the Sale Shares has transferred to the Buyer):- (i) the Buyer shall procure that the Company shall (calculated from the financial information available to the parties at that date (including the latest management accounts then available in accordance with Clause 6.2 paragraph 1.6 of Part 1 of Schedule 2)) declare and pay to the Buyer a dividend of the maximum amount permitted by CA 2006 less the Regulatory Cash (or such other sum as may be agreed by the Seller and the Buyer prior to Completion) (Cash Deposit) in the form of the board minutes in the agreed form; (ii) the Buyer shall resign with immediate effectexecute and deliver to the Seller the Charge Over Bank Account in respect of the Cash Deposit. 5.5 Completion shall only take place on the basis that all the matters set out in clauses 5.2 and 5.3 take place as set out in clauses 5.2 and 5.

Completion. 5.1. Subject 4.1 Completion shall, subject to the conditions set out in Clauses 3.1provisions of Clause 5.5, 3.2 and 3.3, Completion shall take place at the offices of the Buyer’s Solicitors in London on the Completion DateDate when all the matters referred to in Clauses 4.2 to 4.4 shall be effected. 5.2. The obligations of each 4.2 At Completion the Seller shall deliver to the Buyer:- 4.2.1 duly executed transfers of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless Shares to the Buyer in the agreed form together with the share certificates for all of the obligations Shares (or an express indemnity in a form satisfactory to the Buyer in the case of any missing certificate; 4.2.2 board resolutions of the Company in the agreed form relating to the matters specified in Clause 5.34.3; 4.2.3 executed power(s) of attorney in favour of the Buyer in the agreed form, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject such duly executed waivers or consents as may be required, to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) give a good title to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account Buyer and to enable the Buyer be registered as the holder of the Purchaser (details of which shall be provided Shares and, pending registration, to exercise all voting and other rights attaching to the Seller in writing as soon as practicable after Shares; 4.2.4 all the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; financial and (d) use best endeavours to procure credit accounting books and records of the Sale Shares to Company; and 4.2.5 the Demat Account statutory books of the PurchaserCompany (duly written up to date as at immediately prior to Completion) and Certificates of Incorporation and Certificate of Incorporation on Change of Name. (iii) The 4.3 At Completion the Seller shall, to the extent it is able to do so through exercise of its voting rights, shall procure that a Board board meeting of the Company is held at which the following business shall be transacted:directors:- 4.3.1 approve the registration of the transfers in respect of the Shares referred to in Clause 4.2.1 (a) subject only to due stamping); 4.3.2 revoke all existing authorities to bankers regarding the appointment operation of directors the Company’s bank accounts and give relevant authorities in favour of the persons nominated by the Purchaser on the Board shall be approvedBuyer to operate such accounts; and (b) an extra-ordinary general meeting of 4.3.3 change the shareholders of Company’s accounting reference date to 31 December. 4.4 At Completion the Company to approve Buyer shall:- 4.4.1 pay the matters Consideration set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided 3 by procuring that the Seller Buyer’s Solicitors shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed provide an undertaking in the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice agreed form to the Seller, if ’s Solicitors and shall effect the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only electronic transfer referred to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such terminationtherein; and (ii) if applicable, 4.4.2 deliver to the Observer shall no longer be entitled to attend the meetings Seller a copy of a resolution of the Board Buyer’s board of directors (or any an authorised committee thereofof that board) authorising the execution and completion of this agreement and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectincidental matters referred to herein.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place immediately after Signing, unless the Seller and the Buyer agree in writing on another date, in which case Completion shall occur on such other date (the date determined pursuant to this clause 5.1, the "Scheduled Completion Date"). Completion shall take place at the office of the Seller's Lawyers, unless the Seller and the Buyer agree in writing on another time and location. 5.2 The Seller shall procure that ultimately at Completion all Intra-Group Receivables have been settled in full. 5.3 Ultimately at 10:00 hours CET on the Scheduled Completion Date. 5.2. The obligations , the Buyer will pay or procure payment of each an amount equivalent to the aggregate of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject the Purchase Price, equal to deductions pursuant an amount of EUR 14,824,278; and (ii) the Intra-Group Payables (for the avoidance of doubt, after settlement of the Intra-Group Receivables), equal to Clause 4.4an amount of EUR 717,785, by wire transfer into the Notary's account in accordance with clause 16 and the Notary Letter. It is understood between the Parties that (i) except as specifically stated otherwise in Schedule 10 (Known Leakage), the Purchaser shall remit Intra Group Payables, as set out in the Purchase Consideration (in immediately available funds) to contribution and settlement agreement made between the members of the Seller’s Bank Account. Group and the Group Companies on the date hereof do, to the extent payable by the Group Companies in the ordinary course of business, not constitute Leakage, and (ii) The notwithstanding clause 5.2, ongoing ordinary course inter-company charges payable by the Group Companies to the Seller shall (a) provide over August 2021 and, to its Depository Participant duly executed DP Instructions the extent usage based, over July and August 2021, which costs have not been included in the prescribed form Intra-Group Payables as set out in that contribution and settlement agreement, remain outstanding to be paid by the Group Companies and will be invoiced by the Seller in the ordinary course, provided that the amount of inter-company charges payable by the Group Companies to the Seller for the transfer of relevant month does not materially deviate from the Sale Shares to charges paid by the Demat Account of the Purchaser (details of which shall be provided Group Companies to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant month immediately preceding the month to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement which the relevant charges relate. 5.4 Up to the Purchaser; and (d) use best endeavours to procure credit execution of the Sale Shares Deed of Transfer, the Notary will hold the funds received pursuant to clause 5.3 for the benefit of the party who has paid these funds. As of the execution of the Deed of Transfer, the Notary will hold the Purchase Price for the Seller, and shall pay the Purchase Price to the Demat Account of Seller, in each case in accordance with the PurchaserNotary Letter. 5.5 On the Scheduled Completion Date, the Buyer and the Seller will do, or procure to be done, those things respectively listed in relation to it or its Affiliates in Schedule 12 (iiiCompletion) The Seller shalland the Notary Letter in the order in which they are required to be carried out pursuant to that Schedule and the Notary Letter. 5.6 If, prior to or at the extent moment on which Completion is to be effected, for any reason a Party does not do or does not procure to be done all those things listed in relation to it is able in this clause 5 or in Schedule 12 (Completion), the non-defaulting Party may elect (in addition and without prejudice to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transactedall other remedies available to it or them) to either: (a) effect Completion as far as practicable having regard to the appointment of directors nominated defaults that have occurred (without in any way limiting the other Party's rights or remedies under this agreement or by the Purchaser on the Board shall be approvedLaw, to, amongst other things, claim for damages); andor (b) an extra-ordinary general meeting of set a new date for Completion, occurring in the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(aperiod between five (5) Business Days and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: ten (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty10) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Scheduled Completion Date, in which case this clause 5 and Schedule 12 (Completion) will also apply to Completion as so deferred. If on such violationnew date set for Completion a Party breaches any of its obligations in this clause 5 or in Schedule 12 (Completion) and the non-defaulting Party cannot reasonably be expected to effect Completion as far as practicable having regard to the defaults that have occurred, breach or inaccuracy has not been waived by then the Purchaser or cured by the Seller within non-defaulting Party may terminate this agreement. 5.7 Upon termination of this agreement, all provisions of this agreement will terminate, except clause 5.6 and this clause 5.7, and clauses 12 (Confidentiality; Announcements), 13 (Notices), 15 (Assignments), 17 (Cost), 18 (General), 19 (No Rescission), 20 (twentyWhole Agreement), 21 (Governing Law), 22 (Disputes) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. and 23 (vi) By the Seller or the PurchaserLanguage), upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance together with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 clause 1 and Clauses 1 Schedule 16 (Definitions and Interpretation), 11 which will survive termination. 5.8 Without prejudice to any rights or remedies available to any Party in respect of any default on the part of the other Party, none of the Parties will be obliged to complete the sale and purchase of the Shares unless all those things set out in this clause 5 and Schedule 12 (Announcements and ConfidentialityCompletion) have been done prior to Completion. 5.9 With reference to the Rules of Professional Conduct ( Verordening beroeps- en gedragsregels) of the Royal Dutch Organisation of Civil Law Notaries (Koninklijke Notariële Beroepsorganisatie), 12 the Parties acknowledge and agree that (Notices)i) Jxxxx Day acts as counsel to the Seller in connection with, 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability or acts as counsel for fraud or any breach on behalf of the provisions Seller in the event of any dispute relating to, this Agreement prior to such termination; and agreement and any related agreement, and (ii) if applicablethe Notary, although associated with Jxxxx Day, will execute the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance notarial deeds connected with Clause 6.2 shall resign with immediate effectthis agreement.

Completion. 5.1. Subject 5.1 The sales and purchases referred to in Clause 2 shall be conditional on:‌ (a) the conditions issue by the Issuer of the Notes and the Residual Certificates and the drawing by the Issuer under the Class S VFN of the amounts referred to in Condition 18 on the Closing Date;‌ (b) the Relevant Documents having been executed and delivered by the parties thereto on or before the Closing Date; and‌ (c) the delivery by the Issuer and each Seller of a solvency certificate in or substantially in the form set out in Clauses 3.1Schedule 6, 3.2 and 3.3, signed by an authorised officer of the relevant company.‌ Completion of the purchase of the Mortgages shall take place on the Completion DateClosing Date immediately upon satisfaction of conditions (a), (b) and (c) referred to in this Clause 5.1 and immediately thereafter the steps listed in Clauses 5.2 and 5.3 shall take place, each of which shall be deemed to take place simultaneously and payment shall be made in accordance with Clause 5.4. 5.2. The obligations 5.2 On the Closing Date, each Seller shall deliver or procure that there are delivered to the Issuer:‌ (a) a duly executed power (in duplicate) in the form of the Power of Attorney; (b) a certified copy of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified relevant Insurance Contracts set out in Clause 5.3, have been simultaneously complied with and are fully effective.Schedule 1; 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy paper copies of such acknowledgement the title deeds to the Purchaser; and Properties in respect of the Mortgages;‌ (d) use best endeavours to procure credit electronic copies of the Sale Shares Mortgages registered at the Land Registry of England and Wales; (e) its files relating to the Demat Account each of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approvedMortgages; and (bf) an extra-ordinary general meeting in the case of the shareholders Mortgages to be acquired by the Issuer from each of PML and Paragon Bank on the Closing Date one copy of the Company Annexure to approve this Agreement signed by the matters set out parties hereto for the purposes of identification.‌ The items referred to in items (c) to (f) of this Clause 5.3(iii)(a) 5.2 shall be delivered on the Closing Date at the offices of the relevant Administrator as indicated on the first page hereof, or the relevant Administrator shall confirm to the Issuer and the amendment Trustee in an agreed form of letter that as of the Articles of Association shall Closing Date such items will be convened. 5.4. This Agreement may be terminated on or prior held by the relevant Administrator to the Completion Date as follows: (i) By the mutual written consent order of the Purchaser and Trustee. The Issuer agrees that compliance with this provision shall constitute good delivery of the Seller. (ii) By the Seller, upon written notice relevant documents to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term Issuer for the purposes of this Clause 5.4(ii) 5.2. 5.3 On the Closing Date, the Issuer shall not include the Financing); (iii) By the Purchaserdeliver, upon written notice or procure that there are delivered, to the relevant Administrator powers of attorney duly executed by the Issuer and the Trustee in accordance with clause 9.1 of the Administration Agreement.‌ 5.4 On the Closing Date, the Issuer shall (subject to each Seller having performed their respective obligations herein) satisfy and discharge the Initial Purchase Consideration payable under Clause 3.1.‌ 5.5 Each Seller undertakes that it will use all reasonable efforts to obtain, as soon as practicable, and in any event within six months after the Closing Date, details of the title numbers applicable to Properties in England or Wales comprising registered land or land which is the subject of an application for first registration in respect of Mortgages which have been sold by it. Six months from the Closing Date the Seller shall report in writing to the Issuer and the Trustee such title numbers relating to the Mortgages as are then known to it together with such other information relating thereto as the Trustee may reasonably request. If all such title numbers are not then known to the relevant Seller, if the conditions set out in Clauses 3.2 and 3.3 have relevant Seller shall, within such period of time thereafter (not been satisfied (or satisfied subject only being less than two weeks) as the Trustee may specify to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation such Seller, obtain details of the Transactions. (iv) By missing title numbers and report the Seller (if same in writing to the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause Trustee. Where any of the conditions set forth Annexures contain details of Mortgages over registered land in Clause 3.2 and/or 3.3(iEngland or Wales, the relevant Seller will identify (if requested to do so by the Chief Land Registrar) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, District Registry responsible for the area in which each of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or Properties is not reasonably capable of being cured prior to the Long Stop Datesituated. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 6.1 Completion shall take place on the Completion DateDate at the offices of the Purchaser’s Solicitors at 47/X, Xxxxxxx Xxxxx, Xxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xong. 5.2. The obligations 6.2 At Completion the Seller shall do those things listed in paragraphs 1, 2, 4 and 5 of each Part A (Parties’ obligations) of the Parties under Clause 5.3 below are interdependent of each other. The Schedule 2 (Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with arrangements) and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration do those things listed in paragraph 3 of Part A (Parties’ obligations) of Schedule 2 (Completion arrangements). Completion shall take place in immediately available fundsaccordance with Part B (General) to the Seller’s Bank Accountof Schedule 2 (Completion arrangements). (ii) 6.3 The Seller Purchaser shall (a) provide not be obliged to its Depository Participant duly executed DP Instructions in complete the prescribed form for the transfer sale and purchase of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to unless the Seller in writing as soon as practicable after complies with the Execution Daterequirements of sub-clause 6.2 and paragraphs 1, 2, 4 and 5 of Part A (Parties’ obligations) of Schedule 2 (Completion arrangements); (b) procure its Depository Participant . The Seller shall not be obliged to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to complete the Purchaser; sale and (d) use best endeavours to procure credit purchase of the Sale Shares unless the Purchaser complies with the requirements of paragraph 3 of Part A (Parties’ obligations) of Schedule 2 (Completion arrangements). 6.4 Neither party shall be obliged to complete the Demat Account sale and purchase of any of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transactedSale Shares unless: (aA) the appointment sale and purchase of directors nominated by all the Purchaser on the Board shall be approvedSale Shares is completed simultaneously; and (bB) an extra-ordinary general meeting of this Agreement, the shareholders of CGC SPA, the Company to approve Listco SPA (save for the matters set out in Clause 5.3(iii)(aSecond Completion (as defined under the Listco SPA)) and the amendment CGC Listco SPA (save for the Second Completion (as defined under the CGC Listco SPA)) are completed substantially contemporaneously. 6.5 If the obligations of the Articles Seller under sub-clause 6.2 and paragraphs 1, 2, 4 and 5 of Association shall be convened. 5.4. This Agreement may be terminated Part A (Parties’ obligations) of Schedule 2 (Completion arrangements) are not complied with on or prior to the Completion Date as followsDate, the Purchaser may, and if the obligations of the Purchaser under sub-clause 6.2 and paragraph 3 of Part A (Parties’ obligations) of Schedule 2 (Completion arrangements) are not complied with on the Completion Date, the Seller may: (iA) By defer Completion (so that the mutual written consent provisions of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only this clause 6 shall apply to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financingso deferred); (iiiB) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only proceed to Completion where applicableas far as practicable (without limiting its rights under this Agreement); or (C) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant by notice in writing to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to as the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactionscase may be. 5.5. 6.6 If this Agreement is terminated prior to Completion by the Purchaser in accordance with Clause 5.4 above,sub-clause 6.5 and without limiting either party’s right to any right, power or remedy provided by law or under this Agreement: (iA) this Agreement shall become void the Seller will indemnify the Purchaser on demand on an after-Tax basis for all reasonable costs and of no further force expenses incurred by the Purchaser in accordance with sub-clause 17.2 (Costs and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretationexpenses), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (iiB) if applicable, the Observer shall no longer be entitled to attend the meetings all obligations of the Board parties under this Agreement shall end except for those expressly stated to continue without limit in time but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to exist. 6.7 The Seller undertakes to indemnify the Purchaser against any loss, expense or damage which it may suffer as a result of any committee thereof) document delivered to it pursuant to this clause being unauthorised, invalid or for any other reason ineffective for its purpose. 6.8 The Seller covenants with the Purchaser to pay to the Purchaser an amount calculated on an after-Tax basis equal to the value of any and all claims which may be made against any member of the nominees Group by any of XXXXX Xxxx-Xxxx and XXXXX Xxxxx-Xxx, because of their resignation from office or of their employment being terminated and an amount equal to all costs, charges and expenses incurred by any member of the Group which are incidental to any such claim. 6.9 Payment by or on behalf of the Purchaser appointed on for the Board amount stated in sub-clause 5.1 (Consideration) in accordance with Clause 6.2 paragraph 3 of Part A (Parties’ obligations) of Schedule 2 (Completion arrangements) shall resign with immediate effectconstitute payment of the consideration for the Sale Shares and shall fully discharge the obligations of the Purchaser under sub-clause 2.1 (Sale and purchase).

Completion. 5.1. Subject to 7.1 Completion of the conditions set out in Clauses 3.1, 3.2 sale and 3.3, Completion purchase of the Shares shall take place at the offices of the Sellers' Solicitors on the Completion Date. All parties shall reasonably cooperate with each other, and take all reasonable efforts, not in conflict with this Agreement, to cause the Completion to occur as contemplated hereby. 5.2. 7.2 The obligations of each of Warrantors shall on Completion undertake, or procure to be undertaken, the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations matters specified in Clause 5.3Schedule 5, paragraphs 1 and 2 (Obligations on Completion) (in so far as they have not already been simultaneously complied with and are fully effectivecompleted). 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser 7.3 Each Key Seller shall remit the Purchase Consideration (in immediately available funds) deliver to the Seller’s Bank AccountBuyer the documents specified in Schedule 5, paragraph 3 (Obligations on Completion). (ii) 7.4 The Seller Buyer shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transactedon Completion: (a) procure the appointment repayment of directors nominated £10,000,000 being the principal amount outstanding under the Facilities Agreement as well as any accrued interest to Barclays Bank plc; (b) procure the payment of [***] being the total amount of the Settlement Payment due to the payee thereof; (c) procure the payment of an aggregate amount of [***] for all fees, commissions and expenses due to certain advisers of the Company as set forth in Schedule 3, item 2; (d) procure the payment to each of the Key Sellers of the amount set opposite his name in Schedule 1, Part 1, column (7) by wire transfer to the Purchaser on the Board shall be approvedSellers' Solicitors Account; and (e) procure the payments to the Company required by Clauses 3.3(b) and (c) and Clause 3.4 (b) an extraand (c). 7.5 The receipt of the Sellers' Solicitors of the portion of the Consideration payable by or on behalf of the Buyer in accordance with Clauses 3.1 (a) and (b) shall be a sufficient discharge to the Buyer and the Buyer shall have no obligation to see that that sum is applied in any particular way or allocated among the Sellers in any particular manner. 7.6 The Buyer shall bear the cost of the UK stamp duty and any stamp duty reserve tax arising in respect of the transfer of the Shares and shall be responsible for arranging the payment of any such stamp duty or stamp duty reserve tax. 7.7 The Buyer shall not be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all of the Shares from the Sellers to the Buyer under this Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-ordinary general meeting K. Agreement, under the Minority SPA and under the Articles and the Drag Notice is completed simultaneously. 7.8 The provisions of Schedule 10 shall have effect from Completion. 7.9 Each Key Seller hereby appoints the Buyer as his attorney in his name and on his behalf and by his act and deed or otherwise, for the period (the "Period") from the Completion Date to the date on which the Shares are registered in the name of the Buyer, to vote at meetings of the shareholders of the Company or any meetings of any class or part thereof and to approve the matters set out in Clause 5.3(iii)(a) execute any form or form of acceptance and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date other documents as may be mutually agreed between the Parties necessary in writing (“Long Stop Date”); provided that the Seller shall not be entitled connection with any resolutions put to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation shareholders of the Transactions Company (or any class or part thereof) including any written resolutions, consents or proxy forms and to make any amendments thereto which term the Buyer may in its absolute discretion deem to be necessary or desirable, on the basis that this appointment shall be on an unconditional and irrevocable basis for the purposes of this Clause 5.4(ii) Period (and thereafter shall not include immediately terminate). Each Key Seller hereby undertakes to ratify and confirm whatever the Financing); (iii) By the PurchaserBuyer shall, upon written notice in his name or on his behalf, do or purport to the Seller, if the conditions set out do by virtue or in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation pursuance of the Transactions. (iv) By the Seller (if the Seller is not in material breach power of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained attorney in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.7.10 [***]

Completion. 5.1. 5.1 Subject to the conditions all Conditions set out in Clauses 3.1Clause 4.1 being satisfied (or waived, 3.2 and 3.3if applicable), Completion shall take place at 5:00 p.m. on the Completion Date, or such later time or date as the Vendor and the Purchaser may agree. 5.2. The obligations of each 5.2 At the Completion, the Vendor shall deliver or cause to be delivered to the Purchaser: (a) a duly executed transfer instruction in respect of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all Sale Shares in favour of the obligations specified in Clause 5.3, have been simultaneously complied with Purchaser (or its nominees) containing all the Vendor’s bank contacts and are fully effective.settlement details; 5.3. On (b) such other documents as may be required to give to the Completion DatePurchaser good title to the Sale Shares and to enable the Purchaser or its nominees to become the registered holders thereof (if necessary); and (c) a copy of the minutes of the board meeting or directors’ resolutions of the Vendor: (i) Subject to deductions pursuant to Clause 4.4, approving the Purchaser shall remit the Purchase Consideration (execution of this Agreement and such other documents in immediately available funds) to the Seller’s Bank Account.connection therewith; (ii) The Seller shall approving the subscription of the Consideration Shares; (iii) authorising a director or directors or any person or persons named in such resolutions to follow up on, or participate in, the negotiation, finalisation of the terms, execution (including the affixation of common seal) of and giving effect to this Agreement and such other documents in connection therewith. 5.3 At the Completion, the Purchaser shall: (a) provide issue and allot to its Depository Participant duly executed DP Instructions in the prescribed form Vendor the Consideration Shares for the transfer of Consideration in accordance with Clause 3.1 credited as fully paid and shall rank pari passu amongst themselves and all Listco Shares in issue at the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller Completion Date in writing as soon as practicable after the Execution Date); all respects; (b) promptly procure its Depository Participant share registrars to duly acknowledge register the Vendor (or its nominee) as member of the Purchaser, and cause:- (i) the share certificate(s) for the Consideration Shares to be delivered to the depository for HKSCC Nominees Limited for immediate credit to such DP InstructionsCCASS participants’ accounts or investor participants’ accounts as shall be notified by the Vendor to the Purchaser; or (ii) failing the notification as referred to in paragraph (i) above, the share certificate(s) to be delivered physically to the Vendor in respect of the Consideration Shares in the name(s) of the Vendor (or such Associate(s) as may be nominated by the Vendor), each in such denomination as shall be notified by the Vendor to the Purchaser or, failing such notification, one (1) share certificate to the Vendor in respect of all the Consideration Shares to be issued to the Vendor; and (c) deliver a copy of the minutes of the board meeting or directors’ resolutions of the Purchaser: (i) approving the execution of this Agreement and such acknowledgement other documents in connection therewith; (ii) authorising a director or directors or any person or persons named in such resolutions to follow up on, or participate in, the negotiation, finalisation of the terms, execution (including the affixation of common seal) of and giving effect to this Agreement and such other documents in connection therewith. 5.4 Without prejudice to any other remedies available to the Purchaser; and (d) use best endeavours to procure credit , if in any respect the provisions of Clause 5.2 are not complied with by the Sale Shares to Vendor on the Demat Account of Completion Date, the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transactedPurchaser may: (a) defer the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company Completion to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to a date not more than 28 days after the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 5.4, apart from this sub- paragraph (Definitions and Interpretationa), 11 (Announcements and Confidentialityshall apply to the Completion as so deferred), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; andor (iib) if applicable, proceed to the Observer shall no longer be entitled Completion so far as practicable (without prejudice to attend the meetings of the Board its rights hereunder); or (or any committee thereofc) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectrescind this Agreement.

Completion. 5.1. Subject 5.1 The Promoters and the Company shall notify the Investor of the fulfilment of the Conditions Precedent and provide to the conditions set out in Clauses 3.1Investor, 3.2 all the requisite documents evidencing fulfilment of such Conditions Precedent applicable to the Promoters and/or the Company. The Investor through its advisors/counsel shall then satisfy itself as to the fulfilment of the Conditions Precedent. The Investor shall notify the Promoters and 3.3, Completion shall take place on the Completion DateCompany within 7 days from the date of receipt of all the documents/information from the Promoters of its satisfaction or dissatisfaction with the same or of waiving the fulfilment of any of the Conditions Precedent applicable to the Promoters and/or Company. 5.25.2 In case the Investor notifies the Promoters or the Company of its dissatisfaction under Clause 5.1 above, the Promoters shall fulfil the unfulfilled Conditions Precedent within 7 days of receipt of such notice and shall provide to the Investor, all requisite documents evidencing fulfilment of that Condition Precedent. The obligations procedure referred to in Clause 5.1 above shall be followed thereafter until the fulfilment of each all Conditions Precedent applicable to the Promoters and/or Company, to the satisfaction of the Parties under Clause Investor. 5.3 below are interdependent Upon fulfilment of each other. The Completion shall not occur unless all the Conditions Precedent to the satisfaction of the obligations specified Investor or if specifically waived in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On writing by the Completion Date: (i) Subject to deductions pursuant to Clause 4.4Investor, the Purchaser Parties shall remit proceed to complete the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer sale of the Sale Shares to the Demat Account Investor and the issue of the Purchaser (details of which shall be provided Subscription Shares to the Seller Investor (‘Completion’) in writing the manner provided in this Clause and shall agree upon a date on which the Completion shall take place. The date so agreed between Investor, the Company and the Promoters shall hereinafter be referred to as soon as practicable after the Execution ‘Completion Date)’, which in any case shall not be later than 30th September 2007. This date may however be extended upon mutual agreement between the Parties. 5.4 The Completion shall take place at the registered office of the Company at Kolkata. 5.5 On the Completion Date, the Investor shall file Form FC-TRS, in quadruplicate with the Authorised Dealer along with the following documents: 5.5.1 All documents received by the Investor from the Promoter and/or the Company under Clauses 4.1.4 and 4.1.5 above; 5.5.2 Consent letter of the Investor agreeing to purchase the Sale Shares and indicating the Sale Consideration to be paid by the Investor for such purpose; and 5.5.3 An undertaking specifying that (i) the Investor is eligible to acquire the Sale Shares under the Foreign Direct Investment Policy of the Government of India from Indian resident shareholders; (bii) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to acquisition is within the Purchaserexisting sectoral caps specified thereunder; and (diii) use best endeavours to procure credit of the Sale Shares price per Share is in compliance with the Pricing Guidelines. 5.6 Immediately thereafter, the Promoters shall deliver the following documents to the Demat Account of Investor: 5.6.1 A certificate signed by the Purchaser. (iii) The Seller shall, Promoters to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided effect that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 Representations and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser Warranties contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not continue to be satisfied true and correct as on the Completion Date with the same effect as though such Representations and Warranties had been made as of such date; 5.6.2 Original resignation letter of Mx. Xxxxx Xxxxxxx Agarwal and Mr. A.K. Singh dated as of the Completion Date, and such violation, breach or inaccuracy has not been waived by ; 5.6.3 Original share certificates evidencing the Seller or cured by the Purchaser within 20 Sale Shares (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied‘Sale Share Certificates’), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, 5.6.4 The Share Transfer Forms duly stamped and executed by the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectPromoters.

Completion. 5.1. Subject to 7.1 The sale and purchase of the Sale Shares shall be completed at the registered office of the Vendor (or such other venue as the parties may otherwise agree) at 11:00 a.m. (Hong Kong time) on the fourth Business Day after all the conditions set out in Clause 4.1 have either been fulfilled or waived in accordance with Clause 4 (or such other date and time as may be agreed by the Parties) (except the conditions set out in Clauses 3.1, 3.2 4.1(k) and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i1) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); fulfilled simultaneously upon Completion) when all (bbut not part only) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be will be, or will have been, transacted: (a) the appointment of directors nominated by the Purchaser on the Board Vendor shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior deliver to the Completion Date as followsPurchaser: (i) By instrument of transfer in respect of the mutual written consent Sale Shares duly executed by or on behalf of the Vendor in favour of the Purchaser and or a wholly-owned subsidiary of the Seller.Purchaser (as the Purchaser may direct); (ii) By the Selleroriginal share certificates for all the Sale Shares for cancellation; (iii) a certified true copy or certified extracts of the resolutions of the board of directors of the Vendor (and, upon if required under the laws of the British Virgin Islands, resolutions of sole shareholder or shareholders of the Vendor) approving this Agreement and the transactions contemplated herein; (iv) a certified true copy or certified extracts of the resolutions of the board of directors of the Company approving the transfer of the Sale Shares mentioned in Clause 7.1(a)(i) (subject to execution of the instrument of transfer by the transferee) and the issue of new certificates for the Sale Shares in the name of the transferee; (v) application by the Vendor (or such person as it may direct) to subscribe for the Consideration Shares; (vi) a counterpart of the Facility Agreement duly executed by the Guarantor; (vii) a certified true copy or certified extracts of the resolutions of the board of directors of the Guarantor approving this Agreement and the transactions contemplated herein; (viii) all such other documents as may reasonably be required to enable the Purchaser and/or its nominee to be registered as holder(s) of the Sale Shares; (b) the Purchaser shall: (i) execute (or procure a wholly-owned subsidiary of the Purchaser to execute) the instrument of transfer in respect of the Sale Shares; (ii) at or before 12:00 noon on the Business Day before the expected date of Completion, allot and issue (credited as fully paid) the Consideration Shares to such person or persons as the Vendor may direct (by way of a written notice issued by the Vendor and delivered to the PurchaserPurchaser not later than 11:00 a.m. on the date which is one Business Day before the expected date of Completion), if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided procure that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iiname(s) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions person or persons (which term for including, where appropriate, HKSCC Nominees Limited) so notified by the purposes Vendor shall be entered in the register of this Clause 5.4(ii) shall not include members of the FinancingPurchaser accordingly (without payment of any registration fee); (iii) By allot and issue (credited as fully paid) the Purchaser, upon Consideration Convertible Note to the Vendor (or another subsidiary of HWL as the Vendor may direct (by way of a written notice issued by the Vendor and delivered to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or Purchaser at least one Business Day before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach expected date of this Agreement has prevented or materially delayed the consummation of the Transactions.Completion)); (iv) By deliver to the Seller Vendor: (A) a certified true copy of the approval from the Stock Exchange granting listing of and permission to deal in the Consideration Shares (if not already delivered before Completion); (B) at or before 2:00 p.m. on the Seller is not in material breach Business Day before the expected date of Completion, a certified true copy of the Seller Warranties, covenants or agreements under this Agreement so as to cause any resolutions of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy board of any statement or warranty, or any unremedied material breach of a covenant or other agreement, directors of the Purchaser contained in approving this Agreement, which violation, breach or inaccuracy would cause any Agreement and the issue and allotment of the conditions set forth Consideration Shares to the Vendor (or as it may direct); (C) in Clause 3.1 and/or 3.3 accordance with the written directions of the Vendor (issued by the Vendor and to the Purchaser not later than 11.00 a.m. on the date which is one Business Day before the expected date of Completion), (1) share certificates for such number of the Consideration Shares as so directed in the name of the Vendor (or as it may direct) and (2) share certificates for such number of the Consideration Shares as so directed in the name of HKSCC Nominees Limited to be satisfied as delivered through the facilities of the Completion Date, and HKSCC for credit to such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior CCASS stock accounts pursuant to the Long Stop Date. (v) By below; (D) at or before 2:00 p.m. on the Purchaser Business Day before the expected date of Completion, a copy of the Purchaser's written instruction to its branch share registrars in Hong Kong to update the register of members to reflect the issue of the Consideration Shares, and evidence that each of the Vendor (or the person(s) nominated by it) and/or HKSCC Nominees Limited (if so directed by the Purchaser is not in material breach Vendor pursuant to (C) above) has been registered as a shareholder of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any such number of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied Consideration Shares as of the Completion Date, and such violation, breach or inaccuracy has not been waived directed by the Purchaser or cured by the Seller within 20 Vendor under (twentyC) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.;

Completion. 5.1. Subject to 4.1 Completion shall take place in accordance with this clause 4 at the offices of Xxxxxxxx Chance, London on the tenth Business Day following the satisfaction of all the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses clause 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicablesuch other day as the parties may agree) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the such conditions set out in Clauses 3.2 and 3.3 have not been are satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By 4.2 At Completion the Purchaser (if Sellers shall give to the Purchaser is not Buyers each item specified in material breach schedule 1. 4.3 The Sellers shall procure that at Completion: 4.3.1 the Company's directors hold a meeting of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any board of directors of the conditions set forth Company at which the directors: (a) vote in Clause 3.1 and/or 3.3 not favour of the registration of the Buyers or their respective nominee(s) as member(s) of the Company in respect of the Shares (subject to the production of properly stamped transfers); (b) do all such acts and things, if any, as may be necessary to give effect to the transfer of the IFC Debt and the DEG Debt on behalf of the Company; (c) if required by the Buyers (such requirement to be satisfiednotified by the Buyers to the Representative at least 21 days before Completion), upon written notice change the Company's registered office to a place nominated by the Buyers; (d) change the Company's accounting reference date to December 31; (e) if required by the Buyers (such requirement to be notified by the Buyers to the SellerRepresentative at least 21 days before Completion), if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, accept the resignation of the Seller contained in this AgreementCompany's existing directors, which violation, breach or inaccuracy would cause any auditors and secretary with effect from the end of the conditions set forth in Clauses 3.2 and/or 3.3(imeeting; (f) not to be satisfied appoint persons nominated by the Buyers as directors, secretary and auditors of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof Company with effect from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation end of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such terminationmeeting; and (iig) if applicable, with effect from the Observer shall no longer be entitled to attend the meetings end of the Board (or any committee thereof) meeting, authorise the secretary to notify the specimen signatures of the new officers of the Company in connection with each existing mandate given by the Company for the operation of the Company's Bank Accounts; and 4.3.2 the Rehabilitation Reserve is constituted. 4.4 At Completion the Sellers shall be paid: 4.4.1 the first tranche of the Initial Purchase Price for the IFC Debt and the nominees DEG Debt of the Purchaser appointed US$2,000,000 by drawing on the Board US$2m L/C in accordance with Clause 6.2 shall resign clause 5.1.2 below; 4.4.2 the second tranche of the Initial Purchase Price for the IFC Debt and the DEG Debt of US$4,500,000 in accordance with immediate effect.clause 5.1.5 below; and 4.4.3 the third tranche of the Initial Purchase Price for the Shares of US$1 in accordance with clause 5.1.6

Completion. 5.1. 7.1 Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion as hereinafter provided completion shall take place at the Hong Kong Special Administrative Region on a date to be agreed between the Completion Dateparties herto ("COMPLETION DATE") between the hours of 9:00 a.m. to 5.00 p.m. or at such other place and between such other hours as may be agreed between the parties hereto. 5.2. The obligations 7.2 On Completion the CO1 Shareholders and CO2 Shareholders shall respectively deliver and produce to the Purchaser :- (a) duly executed documents to effect the transfer of each shareholding in favour of the Parties under Clause 5.3 below are interdependent Purchaser and such person(s) as the Purchaser may direct or nominate; (b) such waivers and/or consents and/or resolutions (whether members' or directors') as the Purchaser may require duly signed by members and/or directors; (c) such any documents of each other. The Completion shall not occur unless all CO1 and CO2 as the Purchaser may require to enable the Purchaser and/or its representative or nominee to be registered as holders of the obligations specified CO1 and CO2; (d) written resolutions of the members and/or of the directors of CO1 and CO2 (as the Purchaser may require) approving and/or ratifying the entering into of this Agreement and the due performance thereof; (e) such written evidence as may be reasonably satisfactory to the Purchaser to prove that the directors of CO1 and CO2 have, before the signing of this Agreement duly made, and will, before and on completion, duly make full disclosure of their respective interests in, of or in Clause 5.3relation to this Agreement or the transaction herein contemplated pursuant to the Law, have been simultaneously complied with the Articles of Association of CO1 and are fully effective.CO2, and otherwise; 5.3. On (f) the Completion Dateoriginals as well as duly certified copies of the board resolutions of the then existing directors :- (i) Subject revoking all existing authorities in respect of foreign investors to deductions pursuant to Clause 4.4, bankers in respect of the operation of its bank accounts and giving authority in favour of such persons as the Purchaser shall remit the Purchase Consideration (in immediately available funds) may nominate to the Seller’s Bank Account.operate such accounts; (ii) The Seller shall appointing LUAN Yundong or such persons (awithin the maximum number permitted by the Articles of Association) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of as the Purchaser (details of which shall be provided to the Seller in writing may nominate as soon as practicable after the Execution Date)directors; (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser.and (iii) The Seller shall, approving the registration of the said share transfers subject to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted:same being duly stamped; (ag) the appointment Existing Management Accounts which must show full compliance with the terms and conditions of directors nominated by the Purchaser on the Board shall be approved; andthis Agreement; (bh) an extra-ordinary general meeting the statutory books of the shareholders of the Company CO1 and CO2 which must be duly completed and written up to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows:date; (i) By the mutual written consent all books, accounts, papers and records of the Purchaser CO1 and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing)CO2; (iiij) By the Purchaser, upon written notice resignations of Cheung as the director of CO1 and CO2 with acknowledgemexxx xigned by her in a form annexed as APPENDIX 1 to the Sellereffect that she has no claim against the CO1 and CO2 for compensation for loss of office, if fees or disbursements or otherwise whatsoever; (k) the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation written resignations of the Transactions. (iv) By then existing Secretary of CO1 and CO2 if any to take effect on the Seller (if the Seller is not date of completion with acknowledgements signed by each of them in material breach of the Seller Warranties, covenants or agreements under this Agreement so a form annexed hereto as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice APPENDIX 1 to the Purchasereffect that they have no claim against CO1 and CO2 for compensation for loss of office, if there has been a material inaccuracy of any statement fees or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing disbursements or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such terminationwhatsoever; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion shall take place on upon the fulfilment of parties’ obligations stated in Clause 4.2 (the “Completion Date”). 5.2. 4.2 Parties hereby agree that:- (a) The obligations of each of Purchaser shall transfer the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of Purchase Consideration to the obligations Escrow Agent’s designated account as specified in Clause 5.3the Escrow Agreement within two (2) business days from the date of this Agreement. (b) The Vendor shall deliver the duly executed share transfer documents to the Escrow Agent within ten (10) business days from the date of this Agreement or as soon thereafter as practicable without undue delay. For avoidance of doubt, the share transfer documents shall be as follows:- i) Instrument of Transfer ii) Vstock Transfer Instruction Form iii) VCCL resolution authorising the transfer (c) Upon confirmation from the Escrow Agent that both the Purchase Consideration and the share transfer documents have been simultaneously complied with received and are fully effective. 5.3. On after the Completion Date: share transfer has been completed as confirmed by the Transfer Agent , the Escrow Agent shall: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit Release the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. Vendor; and (ii) The Seller shall (a) provide Release the share transfer documents to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) 4.3 The Seller shall, to detailed process and timeline for the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business actions described in Clause 4.2 shall be transacted: (a) the appointment of directors nominated governed by the Purchaser on Escrow Agreement. 4.4 Upon completion of the Board actions in Clause 4.2, and confirmation from the Escrow Agent of receipt of the Purchase Consideration, Completion shall be approved; anddeemed to have occurred. (b) an extra-ordinary general meeting of 4.5 Upon Completion, the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) Vendor and the amendment of the Articles of Association Purchaser shall be convened. 5.4. This Agreement may be terminated on or prior deemed to the Completion Date as follows: (i) By the mutual written consent of the Purchaser have released and the Seller. (ii) By the Sellerdischarged each other from any and all claims, upon written notice to the Purchaserdemands, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warrantyactions, or any unremedied material breach causes of a covenant action, whether direct or other agreementindirect, known or unknown, in whichever jurisdiction, arising out of or in connection with the Purchaser contained in Sale Shares and/or this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place place, unless otherwise agreed in writing between the Parties, at the offices of Hammarskiöld & Co in Stockholm, Sweden before 10 a.m. five (5) Business Days from the date upon which the Condition Precedent in Section 4.1 is satisfied, deemed to be satisfied or waived (the “Completion Date”). If Completion has not occurred on or before June 30, 2006 this Agreement shall automatically become null and void and neither Party shall have any claims against each other by reason thereof. 5.2 At the Completion Date. 5.2. The obligations of each of Date the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DateVendors shall: (i) Subject in exchange for the payments to deductions pursuant be made in accordance with Section 5.3 below, cause the transfer of all the Instruments (less those instruments held by Tradex AB) to Clause 4.4the securities account designated by the Purchaser; (ii) cause the Directors to resign from the board of the Company and Tradex Converting; (iii) deliver a legal opinion from a reputable Dutch law firm confirming EQT BV’s legal status and authority to sign this Agreement and the Escrow Account and Pledge Agreement; (iv) deliver all other documents required to be delivered to the Purchaser under this Agreement to complete the transactions contemplated hereby and such further documents as the Purchaser may reasonably require in connection with the Completion; and (v) certify that all claims and debts pertaining to the Related Parties have been finally settled. 5.3 At the Completion Date, the Purchaser shall remit pay the Preliminary Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) Price and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date Estimated Net Worth Adjustment as follows: (i) By make payment in cash of the mutual written consent Deposit of SEK ninety (90) million into a specified interest bearing account (the “Escrow Account”) with the Escrow Bank, to be held as collateral for Claims under the Agreement, and to be held, disbursed and administrated in accordance with the terms of a separate agreement (the “Escrow Account and Pledge Agreement”) between EQT BV, the Purchaser and the Seller.Escrow Bank, substantially in the form set out in Exhibit 5.3 (i); (ii) By make a cash deposit of the Seller, upon written notice Estimated Net Worth Adjustment to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”)Escrow Account; provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing);and (iii) By pay to EQT BV, as representative of all the PurchaserVendors, upon written notice the remaining part of the Preliminary Purchase Price, in immediately available funds in accordance with EQT BV’s transfer instructions to be provided to the Seller, if Purchaser not later than five (5) Business Days prior to the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of 5.4 At the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by shall refinance or pay off the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop DateBank Debt. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of 5.5 At the Completion Date, the Vendors shall cause a shareholders meeting and such violation, breach or inaccuracy has not been waived a board meeting to be held by the Company and the Group Companies allowing the Purchaser or cured to appoint new directors and deputy directors and to appoint company signatories. The Purchaser shall prepare the minutes of said meetings as well as the necessary ancillary documentation, and the Purchaser shall procure that the documentation, immediately following said meetings, is submitted to and received by the Seller within 20 (twenty) Business Days after receipt Swedish Companies Registration Office. The resigning directors shall have no claims against the Company and the Group Companies other than salary under any employment contracts with the Company or the Group Companies. This shall be evidenced by resignation letters in form and substance satisfactory to the Seller Purchaser. 5.6 At the next annual general meeting of written notice thereof from the Company and the Subsidiaries, the Purchaser undertakes to grant the Directors and any such other directors as listed in Exhibit 5.6 and who have retired in connection with the Completion or is otherwise during the last fiscal year, discharge from liability for their administration until the Completion Date (or the earlier date of the retirement), however, provided that, in the auditors’ reports for the relevant period, the auditors of the Company and the Subsidiaries do not reasonably capable recommend against such discharges. 5.7 Should the Vendors fail to effect the registration of being cured prior any Instruments (such Instruments hereinafter referred to as “Incomplete Instruments”) in the securities account as provided for in Section 5.2 (i) above, the Purchaser may withhold such part of the Purchase Price that corresponds to the Long Stop Date. (vi) By value of the Seller or respective Incomplete Instrument, which values are set out in Exhibit 5.7. Upon the registration subsequent to the Completion Date of any Incomplete Instruments in the name of the Purchaser, upon written notice then the Purchaser shall immediately release and pay to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting Vendors the consummation part of the Transactions. 5.5Purchase Price withheld in respect of that Incomplete Instrument. If this Agreement is terminated prior The Purchaser shall at the Vendors’ resonable request give assistance and provide information to the Vendors for the Vendors’ transfer of the Incomplete Instruments to the Purchaser and for the Vendors’ verification of the number of Incomplete Instruments. In the event that the Vendors fail to effect the registration of at least ninety (90) per cent of the Instruments at the Completion Date in accordance with Clause 5.4 above, the securities account as provided for in Section 5.2 (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicableabove, the Observer Purchaser shall no longer be entitled have the right to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectrescind this Agreement.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place at the offices of the Notary (or such other venue as the Seller shall notify to the Buyer in writing) in Amsterdam at 10.00 a.m. on the Completion Date. 5.2. The obligations of each tenth Business Day following the day on which all of the Parties under Clause 5.3 below are interdependent of each other. The Conditions have been satisfied or waived, or at such other venue and/or date as the Buyer and the Seller shall agree in writing (it being understood that Completion shall not occur unless be deemed to have occurred until all of the obligations specified steps set forth in Clause 5.3, clauses 5.1 to 5.4 (inclusive) have been simultaneously complied with and are fully effectivecompleted, subject to the terms contained in this clause 5). 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.45.2 No later than two Business Days before Completion, the Purchaser Seller and the Buyer shall remit jointly confirm the Purchase amount of the Net Consideration (in immediately available funds) to the Seller’s Bank AccountNotary in writing (the “Notary Confirmation”). (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in 5.3 Not later than the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transactedBusiness Day before Completion: (a) the appointment of directors nominated by Seller and the Purchaser on Buyer shall procure that the Board Notary send the Notary Letter to the Seller and the Buyer, and the Buyer and the Seller shall be approvedsign such Notary Letter for acceptance; and (b) an extra-ordinary general meeting following the execution of the shareholders Notary Letter in accordance with clause 5.3(a), the Buyer shall pay the Net Consideration to the Notary’s Account (to be received in the Notary’s Account by no later than 10.00 a.m. on, and for value at, the date of Completion), which amount shall be held by the Notary for and on behalf of the Company to approve Buyer until the matters Notarial Deed of Transfer has been executed, after which the Notary shall hold such amount for and on behalf of the Seller and shall pay such amount in accordance with the Notary Letter. 5.4 At Completion, after confirmation by the Notary that the Net Consideration has been received in the Notary’s Account, the Seller and the Buyer shall perform their respective obligations set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convenedSchedule 4. 5.4. This Agreement may be terminated on 5.5 If any foregoing provisions of clauses 5.2 to 5.4 are not fully complied with by the Buyer or prior to the Completion Date as followsSeller, then: (ia) By the mutual written consent Buyer, in the case of the Purchaser and the Seller. (ii) By non-compliance by the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing);or (iiib) By the Purchaser, upon written notice to the Seller, if in the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before case of non-compliance by the Long Stop Date; provided that the Purchaser Buyer, shall not be entitled (in addition to terminate this Agreement pursuant and without prejudice to this Clause 5.4(iiiall other rights or remedies available to it, including the right to claim damages) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above,served on such date: (i) in the case of material non-compliance with clauses 5.2 to 5.4, to elect not to proceed with the transactions set out in this Agreement agreement and to terminate this agreement whereupon the provisions of clause 3.10 shall become void and apply; (ii) to effect Completion so far as practicable having regard to the defaults which have occurred; or (iii) to fix a new date for Completion not being later than seven Business Days after the relevant date originally fixed for Completion in which case the foregoing provisions of no further force and effect; providedthis clause 5 shall apply to Completion as so deferred. 5.6 If Completion is postponed to another date in accordance with clause 5.5(iii), however, that the provisions of this Clause 5.5 agreement shall apply as if that other date is the Completion Date, provided that, where the postponement is due solely to a default of the Buyer, the Buyer shall pay to the Seller interest (less the amount of any withholding Tax deducted therefrom in accordance with clause 13.4) on the unpaid Consideration at the Default Rate in respect of the period from the intended date of Completion to the actual date of Completion. 5.7 Each of the Seller and Clauses 1 the Buyer hereby declare that it is respectively aware of the fact that the Notary is associated with Houthoff Coöperatief U.A., a firm that advises the Buyer in connection with the sale, purchase and transfer of the Shares. With reference to the Professional Code of Conduct (Definitions and InterpretationVerordening beroeps- en gedragsregels) of the Royal Notarial Professional Organisation (Koninklijke Notariële Beroepsorganisatie), 11 the Seller and the Buyer each hereby: (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersessiona) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach declare to be aware of the provisions fact that the Notary and/or a colleague of this Agreement prior the Notary associated with Houthoff Coöperatief U.A. act(s) as legal counsel to such terminationthe Buyer in connection with the Transaction Documents; (b) consent to the fact that the Notary shall execute the Notarial Deed of Transfer; and (iic) if applicable, consent to the Observer shall no longer be entitled to attend the meetings fact that a colleague of the Board (or Notary associated with Houthoff Coöperatief U.A. may represent the Buyer if any committee thereof) and the nominees dispute arises out of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectTransaction Documents.

Completion. 5.1. Subject 8.1 Completion shall take place after this deed ceases to be subject to any of the conditions set out in Clauses 3.1, 3.2 Conditions and 3.3, Completion it shall take place on the Completion Date. 5.2. The obligations 8.2 At Completion, the Primary Buyer shall: 8.2.1 allot and issue to the Primary Seller the Consideration Shares credited as fully paid and enter the Primary Seller in the register of each members of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all Buyer as the holder of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective.Consideration Shares; and 5.3. On 8.2.2 pay the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Initial Cash Consideration (less the Retention Amount) by telegraphic transfer, in immediately same day available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able Sellers’ Account. Receipt of sum payment made in accordance with this clause shall constitute a valid discharge of the Buyer’s obligations to do so through exercise of its voting rights, procure that a Board meeting is held at which pay the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approvedInitial Cash Consideration under clause 4.1.2; and (b) an extra-ordinary general meeting 8.2.3 pay the Retention Amount, in cash, by telegraphic transfer into the Retention Account; 8.2.4 procure the delivery of a duly executed share certificate to the Primary Seller in respect of the shareholders Consideration Shares; 8.2.5 deliver to the Primary Seller a certified copy of the Company to approve resolution adopted by the matters set out in Clause 5.3(iii)(a) board of directors of the Primary Buyer authorising the Transaction and the amendment execution and delivery by the officers specified in the resolution of this deed, and any other documents referred to in this deed as being required to be delivered by it and evidence of the Articles authority of Association shall be convened.the persons signing the Transaction Documents and the transactions contemplated therein on behalf of the Other Buyers; 5.4. This Agreement may be terminated on or prior 8.2.6 deliver to the Completion Date as followsPrimary Seller a legal opinion in respect of the Buyer’s capacity and authority to enter into the relevant Transaction Documents; 8.2.7 deliver, or procure delivery, to the Sellers of or make available to the Primary Seller: 8.2.7.1 the Developer Management Agreements duly executed by VRI Management Espana S.L. or VRI Canarias S.L. (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where as applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By 8.2.7.2 the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 Co-operation Agreement and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not all ancillary documents to be satisfied), upon written notice to entered into thereunder duly executed by the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of Primary Buyer; 8.2.7.3 the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of VRI Europe Shareholders’ Deed duly executed by the conditions set forth in Clause 3.1 and/or 3.3 not Buyer and Interval Leisure Group Management Limited; 8.2.7.4 the Pre-emption Deed duly executed by ILG Lux Finance S.à x.x.; 8.2.7.5 the Escrow Letter duly executed by the Primary Buyer; 8.2.7.6 the FMRH Shareholders’ Deed and all ancillary documents to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived entered into thereunder duly executed by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop DateILG Lux Finance S.à x.x. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.;

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 The First Completion shall take place at offices of the Company's Solicitors at 10:00 a.m. on the First Completion DateDate or at such other place and time as shall be mutually agreed. The Company and the Subscriber hereby authorise their respective solicitors to complete the subscription of the First Subscription Shares on the basis of cross undertakings insofar as it may be necessary to do so. 5.2. The obligations of each 4.2 At the First Completion, the Company shall allot and issue to the Subscriber, as fully paid, the First Subscription Shares free from all charges, liens, encumbrances, equities or other third party rights, claims or interests, and shall procure the Subscriber be registered as holder of the Parties under Clause 5.3 below are interdependent First Subscription Shares in the register of each other. The Completion shall not occur unless all members of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effectiveCompany. 5.3. On 4.3 At the Completion Date: (i) Subject to deductions pursuant to Clause 4.4First Completion, the Purchaser Company shall remit the Purchase Consideration (in immediately available funds) deliver to the Seller’s Bank AccountSubscriber a certified true copy of the board resolutions of the Company approving the subscription of the First Subscription Shares in accordance with the terms of this Agreement. (ii) The Seller 4.4 At the First Completion, the Ordinary Shareholder shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares deliver to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transactedSubscriber: (a) the appointment Deed of directors nominated Call Option duly executed by the Purchaser on the Board shall be approvedOrdinary Shareholder; and (b) an extra-ordinary general meeting the Deed of Put Option duly executed by the shareholders Ordinary Shareholder. 4.5 At the First Completion, the Subscriber shall deliver or cause to be delivered to the Company: (a) a bankers' draft drawn on a reputable bank in the United States for US$300,000.00 in favour of the Company to approve or as the matters set out Company in Clause 5.3(iii)(a) and writing may direct (the amendment receipt of the Articles of Association which shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financingan absolute discharge therefor); (iiib) By a letter applying for the Purchaser, upon written notice to First Subscription Shares at the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived First Subscription Price signed by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such terminationSubscriber; and (iic) if applicable, the Observer shall no longer be entitled to attend the meetings a certified true copy of the Board (or any committee thereof) and the nominees board resolutions of the Purchaser appointed on Subscriber approving the Board subscription of the First Subscription Shares in accordance with the terms of this Agreement. 4.6 At the First Completion, the Subscriber shall deliver or cause to be delivered to the Ordinary Shareholder: (a) the Deed of Call Option duly executed by the Subscriber; and (b) the Deed of Put Option duly executed by the Subscriber. 4.7 The Company shall not be obliged to complete the First Completion unless the Subscriber shall have fully complied with all of its requirements in Clauses 4.5 and 4. 4.8 Subject to Clause 6.2 3.2(a), the Second Completion shall resign take place at offices of the Company's Solicitors at 10:00 a.m. on the Second Completion Date or at such other place and time as shall be mutually agreed. The Company and the Subscriber hereby authorise their respective solicitors to complete the subscription of the Second Subscription Shares on the basis of cross undertakings insofar as it may be necessary to do so. 4.9 At the Second Completion, the Company shall allot and issue to the Subscriber, as fully paid, the Second Subscription Shares free from all charges, liens, encumbrances, equities or other third party rights, claims or interests, and shall procure the Subscriber be registered as holder of the Second Subscription Shares in the register of members of the Company. 4.10 At the Second Completion, the Company shall deliver to the Subscriber a certified true copy of the board resolutions of the Company approving the subscription of the Second Subscription Shares in accordance with immediate effectthe terms of this Agreement. 4.11 At the Second Completion, the Subscriber shall deliver or cause to be delivered to the Company: (a) a bankers' draft drawn on a reputable bank in the United States for US$300,000.00 in favour of the Company or as the Company in writing may direct (the receipt of which shall be an absolute discharge therefor); (b) a letter applying for the Second Subscription Shares at the Second Subscription Price signed by the Subscriber; and (c) a certified true copy of the board resolutions of the Subscriber approving the subscription of the Second Subscription Shares in accordance with the terms of this Agreement. 4.12 The Company shall not be obliged to complete the Second Completion unless the Subscriber shall have fully complied with all of its requirements in Clause 4.11. 4.13 Subject to Clause 3.2(b), the Third Completion shall take place at offices of the Company's Solicitors at 10:00 a.m. on the Third Completion Date or at such other place and time as shall be mutually agreed. The Company and the Subscriber hereby authorise their respective solicitors to complete the subscription of the Third Subscription Shares on the basis of cross undertakings insofar as it may be necessary to do so. 4.14 At the Third Completion, the Company shall allot and issue to the Subscriber, as fully paid, the Third Subscription Shares free from all charges, liens, encumbrances, equities or other third party rights, claims or interests, and shall procure the Subscriber be registered as holder of the Third Subscription Shares in the register of members of the Company. 4.15 At the Third Completion, the Company shall deliver to the Subscriber a certified true copy of the board resolutions of the Company approving the subscription of the Third Subscription Shares in accordance with the terms of this Agreement. 4.16 At the Third Completion, the Subscriber shall deliver or cause to be delivered to the Company: (a) a bankers' draft drawn on a reputable bank in the United States for US$300,000.00 in favour of the Company or as the Company in writing may direct (the receipt of which shall be an absolute discharge therefor); (b) a letter applying for the Third Subscription Shares at the Third Subscription Price signed by the Subscriber; and (c) a certified true copy of the board resolutions of the Subscriber approving the subscription of the Third Subscription Shares in accordance with the terms of this Agreement. 4.17 The Company shall not be obliged to complete the Third Completion unless the Subscriber shall have fully complied with all of its requirements in Clause 4.16. 4.18 Subject to Clause 3.2(c), the Fourth Completion shall take place at offices of the Company's Solicitors at 10:00 a.m. on the Fourth Completion Date or at such other place and time as shall be mutually agreed. The Company and the Subscriber hereby authorise their respective solicitors to complete the subscription of the Fourth Subscription Shares on the basis of cross undertakings insofar as it may be necessary to do so. 4.19 At the Fourth Completion, the Company shall allot and issue to the Subscriber, as fully paid, the Fourth Subscription Shares free from all charges, liens, encumbrances, equities or other third party rights, claims or interests, and shall procure the Subscriber be registered as holder of the Fourth Subscription Shares in the register of members of the Company. 4.20 At the Fourth Completion, the Company shall deliver to the Subscriber a certified true copy of the board resolutions of the Company approving the subscription of the Fourth Subscription Shares in accordance with the terms of this Agreement. 4.21 At the Fourth Completion, the Subscriber shall deliver or cause to be delivered to the Company: (a) a bankers' draft drawn on a reputable bank in the United States for US$300,000.00 in favour of the Company or as the Company in writing may direct (the receipt of which shall be an absolute discharge therefor); (b) a letter applying for the Fourth Subscription Shares at the Fourth Subscription Price signed by the Subscriber; and (c) a certified true copy of the board resolutions of the Subscriber approving the subscription of the Fourth Subscription Shares in accordance with the terms of this Agreement. 4.22 The Company shall not be obliged to complete the Fourth Completion unless the Subscriber shall have fully complied with all of its requirements in Clause 4.21.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion shall take place on the Completion earlier of 2 Business Days after the Buyer gives notice to complete in writing to the Seller and (subject to this clause 4) the Longstop Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The 4.2 At Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided transferred in dematerialised form by Strate through the relevant CSDPs in accordance with the usual settlement procedures applicable to off-market transactions in dematerialised shares listed on the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transactedJSE and: (a) the appointment Seller shall do those things listed in Part A of directors nominated by the Purchaser on the Board shall be approvedSchedule 2; and (b) an extra-ordinary general meeting the Buyer shall do those things listed in Part B of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convenedSchedule 2. 5.4. This Agreement may be terminated 4.3 If the Buyer has not complied with its obligations under clause 4.2 or Schedule 2 by 5pm (Johannesburg time) on or prior to the Completion Longstop Date as followsthen the Seller may: (ia) By the mutual written consent proceed to Completion in respect of the Purchaser Partial Completion Shares and shall procure that the Deposit is used to satisfy in full the Buyer’s obligation to pay consideration in respect of the Partial Completion Shares by procuring the payment of the ZAR equivalent of such amount (converted in accordance with clause 3.4) to the Buyer’s CSDP (and the Seller.Seller is hereby irrevocably authorised by the Buyer to do so) to allow settlement of such consideration, but without prejudice to the Parties' rights and obligations to Complete in relation to the balance of the Sale Shares; or (iib) By immediately terminate the Seller, upon Agreement by written notice to the Purchaser, if Buyer and the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the TransactionsBuyer Guarantor. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. 4.4 If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) clause 4.3(b), all rights and obligations of the Seller and the Buyer under this Agreement shall become void end (except for rights and of no further obligations under the Surviving Provisions which shall remain in full force and effect; provided, however, that ) and: (a) the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) Parties shall survive the termination of have no further liability in connection with this Agreement indefinitely and whatsoever, including in respect of any rights or liabilities that nothing herein shall relieve any Party from any liability for fraud or any breach have accrued before the date of the provisions of this Agreement prior to such termination; and (iib) if applicable, the Observer Seller shall no longer be entitled procure that the Deposit is immediately repaid to attend the meetings of Buyer in USD to a bank account specified by the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board Buyer in accordance with Clause 6.2 shall resign with immediate effectwriting.

Completion. 5.1. 4.1 Subject to the conditions set out in Clauses 3.1Clause 3, 3.2 and 3.3, First Completion shall take place on the Completion Date. 5.2. The obligations of each sixth (6th) Business Day after the issue and delivery of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated notice by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out Investors referred to in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall 3.4 (which is intended by all Parties to be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicablelater than 30 November 2005) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later time and date as may be mutually agreed between by the Parties in writing (“Long Stop Date”); provided that Parties, at a place as the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed Company and the consummation Investors may agree, when all of the Transactions following business shall be transacted simultaneously: (which term A) the Company shall: (i) deliver to the Investors certified copies of the Board resolutions and shareholders' resolutions of the Company duly passed in the Agreed Form for (i) approving the issue of the Convertible Notes to the Investors and the issue of the certificates for the purposes Convertible Notes in respect of this Clause 5.4(iithe First Tranche Subscription to the Investors and (ii) shall not include approving the Financing)appointment of each Person nominated by each Investor as a Director; (ii) issue to the Investors the Convertible Notes in respect of the First Tranche Subscription and deliver to the Investors the relevant certificates of the Company (duly executed under seal) for such Convertible Notes dated the First Completion Date and issued substantially in the form set out in Schedule 5; (iii) By where the PurchaserRegistration Rights Agreement has not been signed before the First Completion Date, upon written notice deliver to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied Investors five (or satisfied subject only to Completion where applicable5) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation counterparts of the Transactions.Registration Rights Agreement each duly executed by the Company; (iv) By deliver to the Seller Investors four (if 4) counterparts of each set of Share Pledging Agreements duly executed by the Seller is not Founder, pursuant to which the Founder shall mortgage, charge and assign absolutely by way of first legal mortgage the following number of Shares in material breach favour of each relevant Investor as a continuing security for the due and punctual performance and observance by the Company of all the obligations of the Seller WarrantiesCompany under Clause 3.2(A) (individually, covenants or agreements under this Agreement so as to cause any a "SHARE PLEDGING AGREEMENT" and collectively, the "SHARE PLEDGING AGREEMENTS"): Investor Number of Common Shares -------- ----------------------- The Funds 755,789 JAFCO 377,895 Total 1,133,684 which represents twenty per cent. (20%) of the conditions set forth total Shares in issue as at the date hereof together with (a) a certified copy of the Board resolution and (b) the stock transfer and power of attorney signed by the Founder, both in the Agreed Form in relation to each Share Pledging Agreement. (v) deliver to the Investors ten (10) counterparts of the Investment Agreement each duly executed by the Company, the PRC Subsidiaries and the Founder; (vi) enter the name of such Person as shall be nominated by each Investor in the register of directors of the Company as a Director and make available for collection by the Investors as soon as practicable after First Completion a certified copy of such updated register of directors; and (vii) deliver to each Investor the deed of indemnity executed by the Company in favour of the Person referred to in Clause 3.2 and/or 3.3(i4.1(A)(vi) not to be satisfied), upon written notice to substantially in the Purchaser, if there has been form set out in Schedule 6; (viii) a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, compliance certificate dated as of the Purchaser contained in this AgreementFirst Completion Date executed by each Warrantor or a duly authorized representative of each Warrantor, which violationas applicable, breach or inaccuracy would cause any certifying that all of the conditions set forth in Clause 3.1 and/or 3.3 not (other than Clause 3.1(C)) have been fulfilled; and (B) each of the Investors shall: (i) make the payment of the relevant amount of Subscription Price in respect of the First Tranche Subscription to the Company by way of telegraphic transfer to the Company's designated bank account together with evidence that the Subscription Price has or will be credited by telegraphic transfer, for value no later than the next Business Day, into the Company's said designated bank account, details of which are to be satisfied as provided by the Company to all of the Completion Date, and such violation, breach or inaccuracy has not been waived Investors in the same written notice to be given by the Seller or cured Company as referred to in Clause 3.4; (ii) subject to the receipt of the counterparts from the Company referred to in Clause 4.1(A)(iii), deliver to the Company two (2) counterparts of the Registration Rights Agreement each duly executed by the Purchaser within 20 Investors; (twentyiii) Business Days after subject to the receipt of the counterparts from the Company referred to in Clause 4.1(A)(iv), deliver to the Company two (2) counterparts of each set of the Share Pledging Agreements each duly executed by the Purchaser relevant Investor; (iv) subject to the receipt of written notice thereof the counterparts from the Seller or is not reasonably capable of being cured prior Company referred to in Clause 4.1(A)(v), deliver to the Long Stop Date.Company seven (7) counterparts of the Investment Agreement each duly executed by the Investors; (v) By deliver to the Purchaser Company a letter appointing a Person as a Director and, subject to the Investor's discretion, a Person (if or, where applicable, the Purchaser is not in material breach same person) to be a director of a subsidiary of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date.Company; (vi) By the Seller or the Purchaser, upon written notice delivery to the otherCompany an acceptance of appointment as Director signed by the Person nominated by the Investor to act as a Director or, if where applicable, a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation director of the Transactionsrelevant subsidiary of the Company; and (vii) where applicable, deliver to the Company the duly signed Accredited Investor Certificate (the form of which being set out in Schedule 7) necessary for the Company to claim exemption from the prospectus and registration requirements under the Ontario Securities Act. 5.5. If this Agreement is terminated prior 4.2 Subject to Clause 3, Second Completion shall take place on the sixth (6th) Business Day after the issue and delivery of the notice by the Company to the Investors referred to in accordance with Clause 5.4 above,3.5 or such time and date as may be mutually agreed by the Parties (which in any event shall not be later than 28 February 2006), at a place as the Company and the Investors may agree, when all of the following business shall be transacted simultaneously: (A) the Company shall: (i) this Agreement shall become void and of no further force and effect; provided, however, that deliver to the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach Investors certified copies of the provisions Board resolutions and shareholders' resolutions of this Agreement prior the Company duly passed in the Agreed Form for approving the issue of the Convertible Notes to the Investors and the issue of the certificates for the Convertible Notes in respect of the Second Tranche Subscription to the Investors; (ii) issue to the Investors the Convertible Notes in respect of the Second Tranche Subscription and deliver to the Investors the relevant certificates of the Company (duly executed under seal) for such terminationConvertible Notes dated the Second Completion Date and issued substantially in the form set out in Schedule 5; and (iii) deliver to the Investors four (4) counterparts of each set of the Share Pledge Releases duly executed by the Founder, pursuant to which the relevant Investor shall release the mortgage created under the relevant Share Pledging Agreement (individually, a "SHARE PLEDGE RELEASE" and collectively, the "SHARE PLEDGE RELEASES"); and (B) each of the Investors shall: (i) make the payment of the relevant amount of Subscription Price in respect of the Second Tranche Subscription to the Company by way of telegraphic transfer to the Company's designated bank account together with evidence that the Subscription Price has or will be credited by telegraphic transfer, for value no later than the next Business Day, into the Company's said designated bank account, details of which are to be provided by the Company to all of the Investors in the same written notice to be given by the Company as referred to in Clause 3.5; (ii) if subject to the receipt of the counterparts from the Company referred to in Clause 4.2(A)(iii), deliver to the Company two (2) counterparts of each set of the Share Pledge Releases each duly executed by the relevant Investor; and (iii) where applicable, deliver to the Company the duly signed Accredited Investor Certificate (the form of which being set out in Schedule 7) necessary for the Company to claim exemption from the prospectus and registration requirements under the Ontario Securities Act. 4.3 For the avoidance of doubt, each of the First Completion and the Second Completion of the subscription of Convertible Notes by all (but not only part) of the Investors shall be conducted simultaneously. Where any Investor fails to complete the subscription, the other Investors shall not be obliged to complete the subscription. 4.4 Where applicable, the Observer Company undertakes that it shall no longer be entitled file the Accredited Investor Forms received by the Investors as referred to attend the meetings of the Board (or any committee thereofin Clauses 4.1(B)(vii) and 4.2(B)(iii) with the nominees of relevant Governmental Authority in Canada forthwith after the Purchaser appointed on First Completion Date or the Board in accordance with Clause 6.2 shall resign with immediate effectSecond Completion Date (as the case may be).

Completion. 5.1. 8.1 Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3Clause 9, Completion shall take place at the domicile of the Company on the fifth Business Day after the day of satisfaction of all Conditions Precedent or at such other place and/or time as the Parties may agree in writing. 8.2 On or before the Completion Date, the Vendors shall deliver to the Purchaser all documents set out in Schedule II. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. 8.3 On or before the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) deliver to the Seller’s Bank Account.Vendors the following documents: (1) a certified true copy of the resolution of the special meeting of stockholders of the Purchaser approving: (i) the Purchaser executing this Agreement and carrying out the transactions contemplating hereunder; and (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for Purchaser issuing the transfer of the Sale Consideration Shares to the Demat Account Vendors in accordance with this Agreement; (2) a certified true copy of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit resolution of the Sale Shares to the Demat Account board of directors of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, approving: (i) this Agreement shall become void and of no further force and effectthe transactions contemplating hereunder; provided, however, that (ii) authorising the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination execution of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach appointment of Vendor A as director and president(China) of the provisions Purchaser and Vendor B as director of the Purchaser which shall take effect on the Completion Date; and (iii) issuing the Consideration Shares to the Vendors in accordance with this Agreement; (3) the necessary Approval from NASDAQ, and other regulatory authorities; (4) a certified true copy of the share certificates of 20% of the Consideration Shares; the original share certificates in respect of 80% of the Consideration Shares shall be delivered to the Vendors, the original share certificates in respect of 10% of the Consideration Shares shall be pledged to the Purchaser in accordance with Clause 6 and the original share certificates in respect of the remaining 10% shall be delivered to the Custodian Agent for its holding, custody and disposal pursuant to Clause 4; (5) the duly executed Employment Contract by which the Purchaser appoints Vendor A as director and president(China) of the Purchaser; (6) the duly executed Custodian Agreement prior in relation to such terminationthe custody of 10% of the Consideration Shares; and (ii7) if applicable, documents evidencing the Observer shall no longer be entitled to attend the meetings obtaining of necessary approvals for change of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.Purchaser’s name to “BMP Sunstone Corporation”

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place on at the Completion Date.offices of Xxxxxx & Xxxxxxx, LLP at 00xx Xxxxx, Xxx Xxxxxxxx Xxxxxx, 0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx or such other place as the parties may agree forthwith upon the execution of this Agreement, when all the following business will be simultaneously transacted: 5.2. The obligations of 5.1.1 each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DateVendors shall: (ia) Subject to deductions pursuant to Clause 4.4procure its execution of this Agreement and the Agreement for the Transfer and Assumption of Obligations under the Subscription Agreement, the Purchaser shall remit Shareholders’ Agreement and the Purchase Consideration Registration Rights Agreement of equal date hereof (in immediately available funds) to the Seller’s Bank Account“Assumption Agreement”). (ii) The Seller shall 5.1.2 the Purchaser shall: (a) provide to its Depository Participant duly executed DP Instructions procure the passing of the resolutions of members in the prescribed form for set out in Schedule 3 and board resolutions in Schedule 4 to authorize the allotment and issue of the Consideration Shares to the Vendors pursuant to the terms of Clause 3.1; (b) enter and register the Vendors as shareholders, in such share amounts and to such persons/entities as set forth on Schedule 1, Part B hereto, of the Consideration Shares on the Purchaser’s register of members and provide each Vendor with a copy of the Purchaser’s share register certified by a director of the Purchaser as true, accurate and complete as of the date of the Completion; (c) procure the execution of the Assumption Agreement; and (d) procure the adoption of an Amended and Restated Memorandum and Articles of Association in the form attached hereto as Schedule 5 (which shall be duly filed with and registered by the Registrar of Companies of the Cayman Islands within five (5) days after the Completion). 5.1.3 The BVI Company’s board resolutions in the form as set out in Schedule 6 to authorize the transfer of the Sale Shares to the Demat Account of Purchaser shall be passed; 5.1.4 The BVI Company shall arrange to enter and register the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit holder of the Sale Shares to and enter and register such share transfers on the Demat Account BVI Company’s register of members; 5.2 The transactions described in Clause 5.1 shall take place at the same time, so that in the event of a default of the Purchaserperformance of any such transactions by either party, the other party shall not be obliged to complete this Agreement or perform any obligations hereunder (without prejudice to any further legal remedies). 5.3 As soon as reasonably practicable following the Completion and in any event not later than fifteen (iii15) The Seller shalldays after the Completion, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting each of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association Vendors shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Sellerdeliver, upon written notice to the Purchaser, if the conditions set out original share certificates in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation respect of the Transactions Sale Shares owned by them respectively, together with instruments of transfer in favour of the Purchaser in respect of the Sale Shares duly executed by the registered holders thereof (which term if necessary), and the Purchaser shall deliver, to the Vendors, original share certificates for the purposes Consideration Shares issued by the Purchaser in such share amounts and to such persons/entities as set forth on Schedule 1, Part B hereto. 5.4 Each member of this Clause 5.4(ii) the Company Group shall not include use its best efforts to comply at all times with PRC law and, further, shall use its best efforts to timely obtain and/or effect all Approvals required thereof by PRC law at any time and from time to time (including registration with State Administration of Foreign Exchange, if applicable). In addition, each member of the Financing); (iii) By Company Group shall use its best efforts to procure each of the owners or beneficial owners of any equity interest in the Purchaser, upon written notice whether direct or indirect, to the Seller, if the conditions set out timely obtain all Approvals required by PRC law in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only relation to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not such interest in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject 7.1 The sales and purchases referred to in Clauses 2 and 3 shall be conditional on: (a) the conditions issue by the Issuer of the Notes and the Residual Certificates and the drawing by the Issuer under the Class S VFN of the amounts referred to in Condition 18 on the Closing Date; (b) the Relevant Documents having been executed and delivered by the parties thereto on or before the Closing Date; (c) the delivery by the Issuer, the relevant Seller and (on the Closing Date) the Warehouser of a solvency certificate dated the date of such purchase in or substantially in the form set out in Clauses 3.1Schedule 6, 3.2 signed by an authorised officer of the relevant company; and (1) in the case of the sale and 3.3purchase of the Original Mortgages, the delivery of the Warehouse Original Release and (2) in the case of the sale and purchase of Additional Mortgages, if applicable, the delivery of the Warehouse Further Release relating to those Additional Mortgages. Completion of the purchase of the Original Mortgages shall take place on the Completion DateClosing Date immediately upon satisfaction of conditions (a), (b), (c) and (d)(1) referred to in this Clause 7.1, when the steps listed in Clause 7.2 shall take place, each of which shall be deemed to take place simultaneously and simultaneously with the satisfaction of conditions (a), (b), (c) and (d)(1) referred to in this Clause 7.1, immediately following which the steps listed in Clauses 7.5, 7.6 and 7.7 shall take place, each of which shall be deemed to take place simultaneously and payment shall be made in accordance with Clause 7.8. 5.27.2 On the Closing Date, the Warehouser shall deliver to PML in the case of the PFFL Original Mortgages: (a) paper copies of the title deeds to the Properties in respect of the PFFL Original Mortgages; (b) electronic copies of the PFFL Original Mortgages registered at the Land Registry of England and Wales; (c) its files relating to each of the PFFL Original Mortgages; and (d) one copy of the Annexure to this Agreement, signed by the parties hereto for the purposes of identification, and the Warehouser and PML as Administrator shall deliver the relevant Warehouse Release (as appropriate to effect a release of any security interest over the legal and beneficial interests therein). The obligations items referred to in (a), (b), (c) and (d) above shall be delivered on the Closing Date to the offices of PML as Administrator in Solihull or the Warehouser shall confirm to PML in an agreed form of letter that following the Closing Date such items will be held by the Warehouser to the order of PML and PML agrees that compliance with this provision shall constitute good delivery of the relevant documents for the purposes of this Clause. 7.3 On each Further Sale Date, if applicable, the Warehouser shall deliver to the Seller in the case of the Additional Mortgages that are PFFL Additional Mortgages: (a) paper copies of the title deeds to the Properties in respect of the relevant Additional Mortgages; (b) electronic copies of the Additional Mortgages registered at the Land Registry of England and Wales; (c) its files relating to each of the relevant Additional Mortgages; and (d) one copy of each of the Parties Warehouse Sale Requests delivered pursuant to Clause 2.2, and each of the Warehouser and PML shall deliver a Warehouse Further Release (as appropriate to effect a release of any security interest over the legal and beneficial interests therein). 7.4 The items referred to in (a), (b), (c) and (d) in Clause 7.3 above shall be delivered on each Further Sale Date at the offices of PML as Administrator in Solihull or the Warehouser shall confirm to PML in an agreed form of letter that following such Further Sale Date such items will be held by the Warehouser to the order of PML and agrees that compliance with this provision shall constitute good delivery of the relevant documents for the purposes of this Clause. 7.5 On each Purchase Date, subject to the Warehouser having performed its obligations under Clause 5.3 below 7.2 in the case of the PFFL Original Mortgages and Clause 7.3 in the case of the Additional Mortgages, if any, as the case may be, PML shall procure the payment of the Warehouser Consideration payable to the Warehouser in accordance with Clause 5.1 for value on the relevant Purchase Date. 7.6 On each Purchase Date, the relevant Seller shall deliver or procure that there are interdependent delivered to the Issuer: (a) in the case of the Closing Date only, a duly executed power (in duplicate) in the form of the Power of Attorney; (b) in the case of the Closing Date only, a certified copy of each other. The Completion shall not occur unless all of the obligations specified relevant Insurance Contracts set out in Clause 5.3, have been simultaneously complied with and are fully effective.Schedule 1; 5.3. On (c) the Completion following documents on the relevant Purchase Date: (i) Subject to deductions pursuant to Clause 4.4, paper copies of the Purchaser shall remit the Purchase Consideration (in immediately available funds) title deeds to the Seller’s Bank Account.Properties in respect of the Mortgages; (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer electronic copies of the Sale Shares to Mortgages registered at the Demat Account Land Registry of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; England and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser.Wales; (iii) The Seller shall, its files relating to each of the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approvedMortgages; and (iv) in the case of the Mortgages to be acquired by the Issuer from PML on the Closing Date one copy of the Annexure to this Agreement and in the case of any Additional Mortgages one copy of each Additional Mortgage Request delivered pursuant to Clause 3.2, in each case signed by the parties hereto for the purposes of identification, and PML shall deliver the Warehouse Release (as appropriate to effect a release of any security interest over the legal and beneficial interests therein). The items referred to in items (a), (b) and (c) of Clause 7.2 and Clause 7.6(c) shall be delivered on the relevant Purchase Date at the offices of PML as Administrator in Solihull, or PML shall confirm to the Issuer and the Trustee in an extra-ordinary general meeting agreed form of letter that as of the shareholders relevant Purchase Date such items will be held by PML to the order of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment Trustee. The Issuer agrees that compliance with this provision shall constitute good delivery of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior relevant documents to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term Issuer for the purposes of this Clause. 7.7 In the case of the Closing Date only, the Issuer shall deliver, or procure that there are delivered, to PML as Administrator powers of attorney duly executed by the Issuer and the Trustee in accordance with clause 10.1 of the Administration Agreement. 7.8 On the relevant Purchase Date, subject to each of the Warehouser and the relevant Seller having satisfied and performed their respective obligations herein, the Issuer shall satisfy and discharge the Initial Purchase Consideration payable under Clause 5.4(ii) 5.2. 7.9 Within ten days after the relevant Purchase Date, the Warehouser will lodge appropriate forms at Companies House to register the satisfaction of the security effected by the Warehouse Releases insofar as the same affects any Mortgage sold on the relevant Purchase Date. 7.10 Each Seller undertakes that it will use all reasonable efforts to obtain, as soon as practicable, and in any event within six months after the relevant Purchase Date, details of the title numbers applicable to Properties in England or Wales comprising registered land or land which is the subject of an application for first registration in respect of Mortgages which have been sold by it. Six months from the relevant Purchase Date the Seller shall not include the Financing); (iii) By the Purchaser, upon written notice report in writing to the Issuer and the Trustee such title numbers relating to the Mortgages as are then known to it together with such other information relating thereto as the Trustee may reasonably request. If all such title numbers are not then known to the relevant Seller, if the conditions set out in Clauses 3.2 and 3.3 have relevant Seller shall, within such period of time thereafter (not been satisfied (or satisfied subject only being less than two weeks) as the Trustee may specify to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation such Seller, obtain details of the Transactions. (iv) By missing title numbers and report the Seller (if same in writing to the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause Trustee. Where any of the conditions set forth Annexures contain details of Mortgages over registered land in Clause 3.2 and/or 3.3(iEngland or Wales, the relevant Seller will identify (if requested to do so by the Chief Land Registrar) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, District Registry responsible for the area in which each of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or Properties is not reasonably capable of being cured prior to the Long Stop Datesituated. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 6.1 Completion shall take place at the Amsterdam offices of Sxxxxxx & Sxxxxxx LLP on the Completion Date. 5.26.2 Ultimately at 10.00 a.m. CET on the Completion Date the Purchaser shall pay (or procure the payment of) the Estimated Purchase Price on the Notary's Bank Account. The obligations Notary shall hold such amount for the benefit of the Purchaser until the execution of the Deed of Transfer. Upon execution of the Deed of Transfer, the Notary shall hold (i) the Estimated Purchase Price minus the Escrow Amount, for the benefit of the Seller, and (ii) the Escrow Amount for the benefit of the Escrow Agent. 6.3 At or prior to Completion each Party shall perform, or procure the performance of, each of the Parties under Clause 5.3 below actions and obligations listed in relation to it in Schedule 5 (Completion Actions) in the order in which they are interdependent of each other. The Completion required to be carried out pursuant to that schedule. 6.4 A Party shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject be obliged to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for complete the transfer and acceptance of any of the Sale Shares to unless the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaserother Parties comply with their obligations under this Agreement. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: 6.5 If (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By either the Seller or the Purchaser, upon written notice Company or (ii) Purchaser fails to perform any action which it is obliged to perform to effect Completion (including the otherCompletion Actions) within the agreed time frame or, if no specific time frame was agreed, as soon as reasonably possible, the Purchaser (in case of a court failure on the part of competent jurisdiction one of the other Parties) or the Seller (in case of a failure on the part of Purchaser) shall be entitled to, at its sole discretion and in addition to, and without prejudice to, any other Governmental Authority shall have issued a finalrights, non-appealable order preventing claims or otherwise prohibiting the consummation of the Transactions. 5.5. If remedies available under this Agreement or by applicable Law (including its right to claim damages, irrespective whether this Agreement is terminated terminated): (A) demand from the non-performing Party to perform the relevant action or actions on a day and time to be determined by the other Party; (B) determine a new date for Completion, which date shall be within 15 days following the date of Completion scheduled before, if any; (C) demand the non-performing Party fully cooperate to effectuate Completion so far as practicable taking into account the defaults which have occurred; or (D) terminate this Agreement without any liability on its part, by giving written notice thereof to the non-performing Party, in which case the Surviving Provisions shall continue to apply after termination. 6.6 Prior to Completion, the Company shall provide a certificate ("USRPI Certificate"), dated not more than 30 days prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, howeverCompletion, that the provisions shares of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (SupersessionOrlaco Inc. are not a U.S. real property interest in compliance with United States Treasury Regulation section 1.1445-2(c)(3) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement dated not more than 30 days prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectCompletion.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 7.1 Completion shall take place at the offices of the Seller’s Solicitors or at such other place as the parties may agree on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless Date when all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: 7.1.1 the Seller shall deliver to the Buyer (or, in the case of the items described in clause 7.1.1(g), 7.1.1(h) and 7.1.1(q), make available at the Company’s registered office): (a) certified copies of the minutes recording the resolution of the board of directors of the Seller authorising the sale of the Sale Share and the other transactions contemplated by this Agreement; (b) a transfer in respect of the Sale Share duly executed and completed in favour of the Buyer (or any person the Buyer nominates for this purpose), together with the certificate for the Sale Share and the duly executed power of attorney or other authority under which the transfer has been executed; (c) irrevocable powers of attorney in the agreed form executed by each of the registered holders of the Sale Share in favour of the Buyer to enable the Buyer to exercise all voting and other rights attaching to the Sale Share pending registration of the transfer to the Buyer or its nominee; (d) written resignations (expressed to take effect from the end of the board meeting of the relevant Group Company from Xxxxxxx Xxxx and Xxxx Xxxxxxxx of each Group Company, resigning from their respective offices and employments, in each case executed as deeds in the agreed form; (e) a notice of immediate resignation from the auditor of each Group Company, complying in all respects with the requirements of sections 516 and 519 CA 2006 and containing a statement that there are no circumstances connected with the auditor ceasing to hold office that it considers should be brought to the attention of the members or creditors of the relevant company, accompanied by a written confirmation that such auditors have no claims for unpaid fees or expenses; (f) duly executed transfers (in favour of such person or persons as the Buyer may direct or have directed) of all shares in the Subsidiaries not registered in the name of any Group Company, together with the certificates for those shares; (g) (as agents for each Group Company) all its statutory and minute books, its common seal (if any), certificate of incorporation, any certificate or certificates of incorporation on change of name and other documents and records including copies of its memorandum and articles of association; (h) the deeds and documents of title relating to the Properties; (i) (if not already delivered) the duly executed Disclosure Letter and accompanying disclosure bundles; (j) (if not already delivered) the duly executed Taxation Deed; (k) evidence in a form satisfactory to the Buyer (acting reasonably and in good faith) that all Guarantees given by any Group Company in respect of liabilities of the Seller and any Seller’s Connected Person have been released; (l) the Transitional Services Agreement duly executed by the Seller and the Company; (m) evidence satisfactory to the Buyer (acting reasonably and in good faith) of the capacity and authority of each person executing a document referred to in this clause on the Seller’s behalf; (n) releases in a form acceptable to the Seller and the Buyer (each acting reasonably and in good faith) of all obligations of a Group Company arising under or in connection with finance facilities and all mortgages, charges, and debentures granted by a Group Company, properly executed by the facility provider or chargee, together with related declarations of satisfaction (Forms 403a) sworn by a director of the relevant Group Company; (o) the ICC2L Addendum duly executed by the Seller and Imagine Corporate Capital 2 Limited; (p) the Ancillary Costs and Services Agreement executed by (1) the Seller and (2) Imagine Syndicate Management Limited; (q) copies of the GP Data in the form and method determined in accordance with clause 5.11. 7.1.2 the Seller shall procure (so far as they are able) that the transfer mentioned in clause 7.1.1(b) is resolved to be registered (subject only to its being stamped); 7.1.3 the Seller shall procure that a board meeting of each Group Company is held at which: (a) the appointment Buyer’s Accountants are appointed auditors of directors each Group Company in place of the Auditors; (b) all bank mandates in force for each Group Company shall be altered (in the manner which the Buyer requires) to reflect the resignations and appointments referred to above; (c) the current accounting reference period of each Group Company shall be altered so as to end on such lawful date as the Buyer may specify; (d) the registered office of each Group Company shall be changed to such address(es) as the Buyer may specify; (e) cause such persons as are nominated by the Purchaser on the Board shall Buyer and approved by any relevant Regulator to be approvedvalidly appointed as additional directors and as secretary of each Group Company; and (bf) an extra-ordinary general meeting of approves such other matters as are necessary to give full effect to this Agreement; 7.1.4 the shareholders of the Seller shall procure that each Group Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the amends its Articles of Association shall be convened. 5.4. This Agreement in such manner as the Buyer may be terminated on or prior to Completion have specified; and 7.1.5 the Completion Date as followsBuyer shall following compliance by the Seller with clauses 7.1.1 to 7.1.4: (a) deliver certified copies of the minutes recording the resolution of the board of directors of the Buyer authorising the purchase of the Sale Share and the other transactions contemplated by this Agreement; (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there Agreed NAV has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of determined pay the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; andPurchase Price; (ii) if applicable, the Observer shall no longer be entitled to attend the meetings Agreed NAV has not been determined pay £9,179,567 on account of the Board Purchase Price, by electronic funds transfer for value on the Completion Date to the client account of the Seller’s Solicitors numbered 16122869 at the Royal Bank of Scotland plc of 00/00 Xxxxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, sort code 15-10-00 (or any committee thereofsuch other account or accounts as the Seller’s Solicitors shall specify) and the nominees Seller authorises the payment of the Purchaser appointed on Purchase Price into the Board specified account or accounts, which shall constitute a good discharge to the Buyer in accordance with Clause 6.2 shall resign with immediate effect.respect of the Purchase Price;

Completion. 5.1. Subject 5.1 The Promoters and the Company shall notify the Investor of the fulfilment of the Conditions Precedent and provide to the conditions set out in Clauses 3.1Investor, 3.2 all the requisite documents evidencing fulfilment of such Conditions Precedent applicable to the Promoters and/or the Company. The Investor through its advisors/counsel shall then satisfy itself as to the fulfilment of the Conditions Precedent. The Investor shall notify the Promoters and 3.3, Completion shall take place on the Completion DateCompany within 7 days from the date of receipt of all the documents/information from the Promoters of its satisfaction or dissatisfaction with the same or of waiving the fulfilment of any of the Conditions Precedent applicable to the Promoters and/or Company. 5.25.2 In case the Investor notifies the Promoters or the Company of its dissatisfaction under Clause 5.1 above, the Promoters shall fulfil the unfulfilled Conditions Precedent within 7 days of receipt of such notice and shall provide to the Investor, all requisite documents evidencing fulfilment of that Condition Precedent. The obligations procedure referred to in Clause 5.1 above shall be followed thereafter until the fulfilment of each all Conditions Precedent applicable to the Promoters and/or Company, to the satisfaction of the Parties under Clause Investor. 5.3 below are interdependent Upon fulfilment of each other. The Completion shall not occur unless all the Conditions Precedent to the satisfaction of the obligations specified Investor or if specifically waived in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On writing by the Completion Date: (i) Subject to deductions pursuant to Clause 4.4Investor, the Purchaser Parties shall remit proceed to complete the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer sale of the Sale Shares to the Demat Account Investor and the issue of the Purchaser (details of which shall be provided Subscription Shares to the Seller Investor (‘Completion’) in writing the manner provided in this Clause and shall agree upon a date on which the Completion shall take place. The date so agreed between Investor, the Company and the Promoters shall hereinafter be referred to as soon as practicable after the Execution ‘Completion Date)’, which in any case shall not be later than 30th September 2007. This date may however be extended upon mutual agreement between the Parties. 5.4 The Completion shall take place at the registered office of the Company at Kolkata. 5.5 On the Completion Date, the Investor shall file Form FC-TRS, in quadruplicate with the Authorised Dealer along with the following documents: 5.5.1 All documents received by the Investor from the Promoter and/or the Company under Clauses 4.1.4 and 4.1.5 above; 5.5.2 Consent letter of the Investor agreeing to purchase the Sale Shares and indicating the Sale Consideration to be paid by the Investor for such purpose; and 5.5.3 An undertaking specifying that (i) the Investor is eligible to acquire the Sale Shares under the Foreign Direct Investment Policy of the Government of India from Indian resident shareholders; (bii) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to acquisition is within the Purchaserexisting sectoral caps specified thereunder; and (diii) use best endeavours to procure credit of the Sale Shares price per Share is in compliance with the Pricing Guidelines. 5.6 Immediately thereafter, the Promoters shall deliver the following documents to the Demat Account of Investor: 5.6.1 A certificate signed by the Purchaser. (iii) The Seller shall, Promoters to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided effect that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 Representations and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser Warranties contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not continue to be satisfied true and correct as on the Completion Date with the same effect as though such Representations and Warranties had been made as of such date; 5.6.2 Original resignation letter of Xx. Xxxxx Xxxxxxx Agarwal and Mr. A.K. Singh dated as of the Completion Date, and such violation, breach or inaccuracy has not been waived by ; 5.6.3 Original share certificates evidencing the Seller or cured by the Purchaser within 20 Sale Shares (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied‘Sale Share Certificates’), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, 5.6.4 The Share Transfer Forms duly stamped and executed by the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectPromoters.

Completion. 5.1. Subject to 4.1 Completion of the conditions set out in Clauses 3.1, 3.2 sale and 3.3, Completion purchase of the Sale Shares shall take place on the tenth Business Day after the fulfillment of the Conditions Precedent or 1 June 2001, whichever shall occur later ("Completion Date") at the offices of Vendors' Solicitors, or at such date or place as may be mutually agreed by the parties hereto when the following business will be simultaneously transacted: 4.1.1 The Vendors shall deliver and/or procure the delivery to the Purchaser or its nominee(s) the following 4.1.1.1 instrument(s) of transfer in favor of the Purchaser and/or its nominee(s) in respect of the Sale Shares all duly executed by the Vendors or the registered holder of the Sale Shares; 4.1.1.2 original share certificates and the relevant declarations of trust (if executed) in respect of the Sale Shares; 4.1.1.3 such other documents as may be required to give a good and effective transfer of title to the Sale Shares to the Purchaser and/or its nominee(s) and to enable it/them to become the registered holder(s) thereof; 4.1.1.4 written resignation of the Vendors directors of the Company with immediate effect after the appointment of the Purchaser's nominees as referred to in Clause 4.1.2(ii) of this Agreement and with acknowledgment that they have no claim or right of action against the Company for compensation for loss of office, termination of employment or otherwise; 4.1.1.5 written resignation of the company secretary of the Company with immediate effect and with acknowledgment that they have no claim or right of action against the Company for compensation for loss of office, termination of employment or otherwise; 4.1.1.6 written resignation, if required, of the Auditors (if any) of the Company; 4.1.1.7 all other documents and papers whatsoever relating to the affairs of the Company as are in the possession or custody of the Vendors. 5.2. 4.1.2 The obligations of each Vendors together with the other director(s) of the Parties under Clause 5.3 below are interdependent of each other. The Completion Company shall not occur unless all procure that a board meeting of the obligations specified in Clause 5.3, have been simultaneously complied with Company be held on Completion and are fully effective. 5.3. On shall procure the Completion Date:passing thereat of board resolutions to the following effect; (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for approving the transfer of the Sale Shares to the Demat Account Purchaser and/or its nominees and the registration of the appropriate share transfers subject to the same being duly stamped; (ii) appointing three persons as may be nominated by the Purchaser as directors and appointing such person as may be nominated by the Purchaser as secretary of the Company and approving the resignation of the Vendors directors of the Company and the resignation of the existing company secretary of the Company. 4.1.3 The Vendors shall do all that is necessary to ensure that the Sale Shares are duly transferred and registered in the name of the Purchaser (details of which or its nominee(s)) and that the three persons as the Purchasers shall be provided to the Seller in writing nominate are appointed as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit new directors of the Sale Shares to Company. 4.2 The transactions described in Clause 4.1 shall take place at the Demat Account same time so that in default of the Purchaser. (iii) The Seller shall, to performance of any such transactions the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on other party or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller parties shall not be entitled obliged to terminate this Agreement pursuant complete the sale and purchase aforesaid (without prejudice to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financingany further legal remedies); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 9.1 Completion shall take place on: A. the date which is the last Business Day of the month in which the conditions shall have been satisfied or waived in accordance with this Agreement, unless the date on which the conditions are so satisfied or waived occurs less than five (5) Business Days before the last Business Day of the calendar month then current, in which case Completion shall be effected on the Completion Date. 5.2. The obligations of each date which is the last Business Day of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective.next following calendar month; or 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall B. such other date as may be provided to the Seller agreed in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of between the Purchaser and the Seller. , C. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to “Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that . 9.2 Completion of the sale and purchase of the Commercialisation Business Assets shall take place at 9.00 a.m. on the Completion Date at the offices of the Seller’s Solicitors. 9.3 At Completion, the Seller and the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach do, or procure the carrying out of, those things respectively listed in respect of this Agreement has prevented or materially delayed the consummation of the Transactions them in (which term and for the purposes of this Clause 5.4(ii) 9.3, the Commercialisation Business Assets referred to in Clause 13, and the Commercialisation Business Contracts, the Shared Commercialisation Business Contracts and Transferring Tenders shall not include the Financing); (iii) By the Purchaser, upon written notice be deemed to the Seller, if the conditions set out in Clauses 3.2 have been delivered to and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that acquired by the Purchaser shall not be entitled to terminate this Agreement (on behalf of the relevant Designated Purchaser) for the purposes of determining whether the Seller has complied with its obligations pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the TransactionsSchedule 3. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants 9.4 The Commercialisation Business Consideration shall be payable by or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, on behalf of the Purchaser contained (on behalf of itself and the Designated Purchasers) in this Agreementimmediately available funds in Euros as follows: A. a first instalment of two hundred and sixty-three million, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, one hundred and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 fifty-eight thousand Euros (twentyEUR 263,158,000) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to on Completion in accordance with Clause 5.4 above, (iParagraph 1.2(B) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such terminationSchedule 3; and B. a second instalment of three hundred and seventy-eight million, seven hundred and twenty-seven thousand Euros (iiEUR 378,727,000) if applicableby no later than 25 June 2021, to the Seller’s Bank Account by CHAPS transfer for same day value. 9.5 For the avoidance of doubt, the Observer shall no longer Commercialisation Business Consideration does not include the purchase price for Initial Stock. The Initial Stock will be entitled to attend the meetings sold and transferred, and separately paid for, in accordance with Schedule 24. 9.6 Receipt of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board funds in accordance with Clause 6.2 9.4 and Paragraph 1.2(B) of Schedule 3 shall resign with immediate effectconstitute a good discharge of the Purchaser in respect of the payment of the Commercialisation Business Consideration due at Completion but not, for the avoidance of doubt, in respect of the Purchaser’s other obligations under this Clause 9.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion This Share Purchase Agreement shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been be completed simultaneously complied with and are fully effective. 5.3(Zug um Zug). On the Completion DateDate the Parties shall undertake the actions set forth below and/or procure that such actions will be undertaken: 4.4.1 SIX Swiss shall enter into a transfer agreement with NewCo, which has been incorporated and registered in the commercial register in sufficient time prior to that date, pursuant to the principles set forth in Clause 1.4 unless it has already done so prior to Completion. On the Completion Date the Seller, in its capacity as sole shareholder, shall resolve in an extraordinary general meeting of SIX Swiss to be held on the same day that the NewCo Shares shall be distributed to the Seller as a dividend in kind. 4.4.2 The Purchaser shall pay the Purchase Price pursuant to Clause 3.4 to the Seller. If, and to the extent, the Purchaser exercises its right to offer alternative performance pursuant to Clause 3.2, the Purchaser shall deliver to the Seller a declaration of assignment in the form provided for in Annex 4.4.2 regarding the assignment of the HoldCo Shares, or its own DBAG Shares (as the case may be) by the Purchaser to the Seller. 4.4.3 The Seller shall deliver to the Purchaser: (i) Subject a declaration of assignment regarding the assignment of the Seller Shares by the Seller to deductions pursuant to Clause 4.4, the Purchaser shall remit in the Purchase Consideration (form provided for in immediately available funds) to the Seller’s Bank Account.Annex 4.4.3(i), (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions a legally valid resolution by the board of directors of Eurex Zürich regarding the unconditional approval of the spin-off of the Eurex Shares from SIX Swiss into NewCo and the corresponding registration of NewCo in the prescribed form for share register of Eurex Zürich, (iii) a legally valid resolution by the board of directors of NewCo regarding the unconditional approval of the transfer of the Sale NewCo Shares to the Demat Account of the Purchaser (details of which shall be provided from SIX Swiss to the Seller in writing as soon as practicable after and the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit corresponding registration of the Sale Shares to Seller in the Demat Account share register of NewCo, (iv) a legally valid resolution by the board of directors of NewCo regarding the unconditional approval of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting transfer of the shareholders of NewCo Shares from the Company Seller to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, corresponding registration of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any the share register of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date.NewCo, (v) By the Purchaser (if share registers of Eurex Zürich and NewCo which have been updated accordingly. The Seller shall be responsible for ensuring that the Purchaser is not in material breach resolutions by the board of the Purchaser Warranties, covenants or agreements under this Agreement so directors of NewCo as to cause any of the conditions set forth provided for in Clause 3.1 and/or 3.3 not to 4.4.3 (iii) and (iv) will be satisfied), upon written notice to the Seller, if there has been adopted in a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Datelegally valid form. 4.4.4 The spun-off Shareholders’ Agreement between SIX Swiss (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereofpreviously Schweizer Börse) and the nominees Purchaser pertaining to their joint participation in Eurex Zürich and its subsidiaries shall be terminated in relation to SIX Swiss, which will be replaced by NewCo, upon execution of the Purchaser appointed on the Board change of parties agreement substantially in accordance with Clause 6.2 shall resign with immediate effect.the

Completion. 5.1. 4.1 Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3Clause 4.3, Completion shall take place: (a) on the third Business Day after the satisfaction or waiver (as the case may be) of the last in time of the Conditions (other than any such Condition (or any part thereof) which may only be satisfied at Completion) or, if later, at the earliest time at which Completion may take place simultaneously with the completion of the transactions contemplated under the Sale and Purchase Agreement; or (b) at such other time as may be agreed by the Parties in writing. 4.2 Completion shall take place at the offices of Skadden, Arps, Slate, Mxxxxxx & Fxxx, at 42nd Floor, Edinburgh Tower, The Landmark, 10 Xxxxx’x Xxxx Xxxxxxx, Xxxx Xxxx, on the Completion Date. 5.2. The obligations Date at 5:00 p.m. (Hong Kong time), or at such other time and/or place or by such method (including electronic exchange of each of documents) as the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held may agree at which time all (but not part only) of the following business shall shall, subject to Clause 4.3, be transacted: 4.2.1 the Company shall: (aA) allot and issue the Subscription Shares to the Investor and cause the Investor to be registered in the register of members of the Company; (B) procure the delivery to the Investor of a certified copy of the written resolutions or minutes of a meeting of the board of directors of the Company duly passed or convened in accordance with its Constitutional Documents, approving and authorizing, among other things: (i) the appointment execution and delivery of directors nominated and performance of its obligations under this Agreement; (ii) the allotment and issue of the Subscription Shares to the Investor pursuant to this Agreement and the entry of the name of the Investor in the register of members of the Company; and (iii) any necessary action to be undertaken by the Purchaser on Company for the Board shall be approvedpurpose of giving effect to the transactions contemplated hereunder; (C) deliver to the Investor (or as it may direct) the definitive certificates in the name of the Investor in respect of the Subscription Shares; and (bD) deliver to the Investor a copy of an extra-ordinary general updated register of members which reflects the allotment and issue of the Subscription Shares; (E) deliver to the Investor an original counterpart to the Shareholders’ Agreement duly executed by the Investor; 4.2.2 the Investor shall: (A) procure the delivery to the Company of a certified copy of the written resolutions or minutes of a meeting of the shareholders board of directors of the Company to approve the matters set out Investor duly passed or convened in Clause 5.3(iii)(a) accordance with its Constitutional Documents, approving and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: authorizing, among other things: (i) By the mutual written consent execution and delivery of the Purchaser and the Seller. performance of its obligations under this Agreement; (ii) By the Seller, upon written notice Subscription; and (iii) any necessary action to be undertaken by the board of directors of the Investor for the purpose of giving effect to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing)transactions contemplated hereunder; (iiiB) By the Purchaser, upon written notice deliver to the Seller, if Company an original counterpart to the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Shareholders’ Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation duly executed by each of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, Investor and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such terminationFxxxxxx; and (iiC) if applicable, pay by electronic transfer in Hong Kong dollars by way of electronic funds transfer in immediately available funds to the Observer shall no longer be entitled to attend the meetings following bank account of the Board (or any committee thereof) Company and the nominees receipt of the Purchaser appointed total in cleared funds on the Board in accordance with date of Completion shall constitute a valid discharge of the Investor's obligations under Clause 6.2 shall resign with immediate effect2.2 and this Clause 4.2.2.

Completion. 5.19.1 Completion will take place on the Completion Date at the Completion Time. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3In this agreement, Completion shall take place Date means (i) 31 July 2018; or (ii) any other date agreed in writing by the parties; or (iii) if Completion is deferred in accordance with clause 9.3, the Completion Date will be the date to which Completion is so deferred, and Completion Time means 11:59pm on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject 9.2 At or prior to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transactedCompletion: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as followsSeller will: (i) By the mutual written consent of the Purchaser and the Seller. deliver (iior cause to be delivered) By the Seller, upon written notice to the Purchaser, if Buyer the conditions documents and evidence set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach paragraph 1 of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such terminationSchedule 3; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings procure that a board meeting of the Board Companies are held at which the matters set out in paragraph 2 of Schedule 3 are carried out; (or any committee thereofb) and the nominees of Buyer will: (i) pay the Purchaser appointed on the Board Cash Consideration in accordance with Clause 6.2 shall resign clause 4; (ii) issue the Promissory Note to the Seller; and (iii) deliver to the Seller: (A) a copy (certified as a true copy by a director or the company secretary of the Buyer) of the resolutions adopted by the Buyer's board of directors authorising Completion and the execution and delivery by the officers specified in the resolution of each Transaction Document to be executed and delivered by the Buyer at Completion; and (B) a duly certified copy of any power of attorney under which any Transaction Document has been executed on behalf of the Buyer. 9.3 If either party does not comply with immediate effectits obligations under clause 9.2, the other party may (without prejudice to any other rights or remedies it has): (a) proceed to Completion to the extent reasonably practicable; (b) defer Completion to the Long Stop Date; or (c) terminate this agreement by notice in writing to the defaulting party. 9.4 Completion may be deferred only once under clause 9.3, but otherwise this clause 9 applies to Completion so deferred as it applies to Completion that has not been deferred.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place at the offices of the Seller unless otherwise agreed by the Parties, on the dates set out as follows: (a) On Completion Date. 5.2. The obligations of each of , the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DateSeller shall: (i) Subject cause to deductions pursuant be delivered to Clause 4.4, the Purchaser shall remit the Purchase Consideration (copies of its corporate approvals referred to in immediately available fundsclause 2(a) to the Seller’s Bank Account.above; (ii) The Seller shall (a) provide cause to its Depository Participant duly executed DP Instructions be delivered to the Purchaser instruments of transfer in the prescribed form for the transfer respect of the Sale Shares to the Demat Account duly completed in favour of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser.and (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting of the board of directors of the Company is held pursuant to board resolutions of the Company to be in the agreed form by Completion dealing with all those matters required to be approved by the Company at which Completion including the following business shall be transactedfollowing: (a1) the appointment Registered Agent is instructed to provide a certified copy of directors nominated by the updated register of members to the Purchaser on and the Board shall be approvedSeller and such other persons as the Purchaser or the Seller may nominate; and (b2) an extra-ordinary general meeting of the shareholders any director of the Company is authorised to approve execute share certificates in the matters set out in Clause 5.3(iii)(anames of the Seller; (3) the execution of the Shareholders Agreement by the Company is approved and any director of the Company is authorised to execute the Shareholders Agreement for and on behalf of the Company; (4) any changes to the directors and officers (as appropriate) of the Company as required by the Shareholders Agreement are approved and the amendment Registered Agent is authorised and instructed to update the Company’s registers of directors and officers (as appropriate) to reflect such changes and deliver copies of the Articles of Association same to the Seller and to the Purchaser and consents from relevant so appointed directors to act and relevant directors’ resignation letters shall be convened.produced in the agreed form. unless in any case waived by the Purchaser; 5.4. This Agreement may be terminated on or prior to (b) Within fifteen Business Days after the Completion Date as follows(or if such day is not a Business Day, the next Business Day), the Purchaser shall, following compliance by the Seller with the provisions of clause 5.1(a) above: (i) By cause to be delivered to the mutual written consent Seller copies of the Purchaser and the Seller.its corporate approvals referred to in clause 2(a) above; (ii) By pay the Purchase Price into the account of the Seller, upon written notice details of which must have been notified to the Purchaser, if the conditions set out by electronic transfer of funds for same day value; unless in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been either case waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (iic) if applicableOn Completion Date, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) Seller, a second investor and the nominees of Purchaser shall execute the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectShareholders Agreement.

Completion. 5.1. Subject to 5.01 Consummation of the conditions set out transactions contemplated in Clauses 3.1, 3.2 and 3.3, Completion this Agreement ("Completion") shall take place at 10.00 a.m., prevailing business time, at the offices of CAIH's legal advisers, Baker & McKenzie, in London on the Completion DateDate or at such oxxxx plaxx xxx xime as shall be mutually agreed (time in either case being of the essence). 5.2. The obligations of each of 5.02 At Completion, the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective.Company shall: 5.3. On the Completion Date(a) deliver to CAIH: (i) Subject to deductions pursuant to Clause 4.4, certified true copies of the Purchaser shall remit certificates of incorporation and by-laws of the Purchase Consideration (in immediately available funds) to Company and CAP-D and the Seller’s Bank Account.memorandum and articles of association of CAP-G; (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer certificates of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders good standing of the Company to approve the matters set out in Clause 5.3(iii)(aand CAP-D issued not earlier than ten (10) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or days prior to the Completion Date as follows: (i) By Date, by the mutual written consent secretary of state of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach State of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing)Delaware; (iii) By the Purchaser, upon written notice an incumbency and specimen signature certificate with respect to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation officers of the Transactions.Company executing any document delivered by the Company hereunder or in connection with the transactions contemplated hereby, on behalf of the Company; (iv) By evidence in form and substance satisfactory to CAIH that the Seller New Shares have been issued to CAIH; (if v) the Seller is not Note, validly issued by the Company and CAP-G to CAIH, together with the Warrant, validly issued by the Company to CAIH, both in material breach the form attached as Schedule 6; (vi) certified copies of the Seller Warrantiesboard minutes, covenants powers of attorney or agreements under this other authorities pursuant to which the New Shares and the Note and Warrant were issued and allotted to CAIH or its nominee; (vii) a legal opinion from the Company's legal counsel, in form and substance acceptable to CAIH opining that: (A) the Company is duly incorporated and in good standing; (B) the Company is duly authorised and has all necessary powers to execute the Agreement so as to cause any and perform all of the conditions set forth transactions contemplated hereby; (C) no taxes are payable or consents are required in Clause 3.2 and/or 3.3(iconnection with the issue of the New Shares and the Note and the Warrant ; and (D) not the New Shares are validly issued and free from all Claims; (viii) such waivers or consents as CAIH may require to enable CAIH or its nominee to be satisfied), upon written notice registered as the holder of the New Shares; (ix) such other documents as may be required to give to CAIH or its nominee good title to the Purchaser, if there has been a material inaccuracy New Shares and to enable CAIH or its nominee to become the registered holder thereof; (x) duly executed letters of any statement or warranty, or any unremedied material breach of a covenant or other agreement, resignation by each of the Purchaser contained Directors (other than the Continuing Directors) in this Agreementthe form attached as Schedule 3, which violation, breach or inaccuracy would cause any of and letters appointing the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied persons designated by CAIH as directors effective as of the Completion Date; (xi) all necessary consents with respect to any contract, lease, agreement, permit or license which are required as a result of a change of control of the Company, or alternate arrangements with respect thereto which are acceptable to CAIH, and such violation, breach or inaccuracy has not been waived any other consents required pursuant to the provisions of this Agreement; (xii) a certified true copy of the agreement between the Company and Exeter for the redemption by the Seller or cured Company of the Preferred Shares, in such form as was approved by CAIH; (xiii) a certified true copy of the agreement executed by the Purchaser within 20 (twenty) Business Days after receipt Company and evidencing the purchase by the Purchaser Company, directly or indirectly, of written notice thereof from all of the Seller or is not reasonably capable of being cured prior to the Long Stop Date.shares in MTI, in such form as was approved by CAIH; (vxiv) By the Purchaser (if the Purchaser is not in material breach a closing certificate duly executed on behalf of the Purchaser Warranties, covenants or agreements under this Agreement so as Company pursuant to cause any of which the conditions set forth in Clause 3.1 and/or 3.3 not Company represents and warrants that the Company's Warranties to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied CAIH are true and correct as of the Completion DateDate as if made on such date and that all covenants, obligations and undertakings required by the terms of this Agreement to be performed on or before the Completion Date have been fully and properly performed (to the extent the same have not been waived in writing by CAIH) or, if any such violationcovenant, breach obligation or inaccuracy undertaking has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is performed, indicating that it has not reasonably capable of being cured prior been performed, and that all documents to be executed and delivered to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall Company have issued a final, non-appealable order preventing or otherwise prohibiting the consummation been executed and delivered by duly authorised officers of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such terminationCompany; and (iixv) if applicablewithout limitation, all other documents required to consummate the Observer transactions contemplated hereby; (b) pay the Refinancing Fee by wire transfer of immediately available funds to CAIH to such bank account or accounts as CAIH shall no longer be entitled designate by written notice delivered to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectCompany not later than five days prior to Completion.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion shall take place at the offices of the Purchaser's Solicitors on the Completion Date. 5.2. The obligations Date and all (but not part only unless the parties shall so agree) of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment Vendors shall deliver to the Purchaser or, in the case of directors nominated paragraphs (ii) and (iii) below, make available for collection by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as followsits authorised representatives: (i) By transfers in respect of the mutual written consent Shares duly executed and completed in favour of the Purchaser and or its nominee, together with the Seller.certificate or certificates therefore in the names of the transferors; (ii) By (as agents for the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicableCompany) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation all of the Transactions (which term for the purposes Company's statutory and minute books written up to date and its Common Seal, Certificate of this Clause 5.4(ii) shall not include the Financing)Incorporation, any Certificate or Certificates of Incorporation on Change of Name and copies of its Memorandum and Articles of Association; (iii) By the Purchaser, upon written notice deeds and documents of title to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop DateLeasehold Properties; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By a letter from the Seller (if Vendors and the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice Purchaser to the Vendors' Solicitors and the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of 's Solicitors in the agreed form duly executed by the Vendors and the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of (being the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. Escrow Letter); (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Property Sale Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived duly executed by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. AT&T ISTEL; (vi) By the Seller or Transitional Services Amendment Agreements duly executed by the Purchaser, upon written notice to parties thereto; (b) the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above,Vendors shall: (i) this Agreement cause the transfers mentioned in clause 4.1(a)((i)) to be resolved to be registered by the Company (subject only to their being duly stamped); (ii) cause the persons named in part A of Schedule 4 to be validly appointed as additional Directors and the person named in part B of Schedule 4 to be validly appointed as Secretary of the Company; and (iii) on such appointments being made, cause the persons named in part C of Schedule 4 to cease to be Directors and the person named in part D of Schedule 4 to cease to be Secretary of the Company; (c) the Purchaser shall become void and of no further force and effect; provided, however, that pay: (i) $125,000,000 (being the provisions of this Clause 5.5 and Clauses 1 (Definitions and InterpretationPurchase Price payable pursuant to clause 3.2(a), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expensesthe sum of $7,763,921 on account of any Working Capital Payment payable pursuant to clause 3.2(b) shall survive by electronic funds transfer for value to the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such terminationUS Account; and (ii) if applicableshall pay an amount equal to the Escrow Amount to the Escrow Account (and the Vendors' Solicitors and the Purchaser's Solicitors are hereby authorised to receive it in such account); (d) the parties shall join in procuring that: (i) the current accounting reference period of the Company shall be altered so as to end on the Completion Date; (ii) an agreement for lease in the agreed form in respect of each of the Properties described in Part B of Schedule 2 is entered into by the parties identified against each such property; (iii) an agreement for lease in the agreed form in respect of the Property described in Part C of Schedule 2 is entered into by the parties identified against such property. 4.2 Neither the Purchaser nor the Vendors shall be obliged to complete this Agreement unless the Vendors comply or procure compliance with or, as the case may be, the Observer Purchaser complies or procures compliance with, the requirements of clause 4.1. 4.3 Neither the Purchaser nor the Vendors shall no longer be entitled obliged to attend complete the meetings sale and purchase of some but not all of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectShares.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 7.1 Completion shall take place at 10 a.m. on the Completion Date. 5.2. The obligations of each Date at the offices of the Parties under Clause 5.3 below are interdependent Company or at such other place as is agreed in writing by the Seller and Purchaser, provided however that actions listed in paragraphs A.1, A.2, A.3, A.4 and A.5 of each other. The Schedule 3 (Completion Arrangements) shall not occur unless all take place at 10 a.m. on the SPA Signing Date at the offices of the obligations specified Company or at such other place as is agreed in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to writing by the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. 7.2 On the SPA Signing Date the Seller shall undertake those actions listed in paragraphs A.1, A.2, A.3, A.4 and A.5 of Schedule 3 (iii) Completion Arrangements). At Completion the Seller shall undertake those actions listed in paragraphs B.1, B.2, B.3, B.4, B.5, B.6, B.7, B.8 and B.9 of Schedule 3 (Completion Arrangements). 7.3 On the SPA Signing Date the Purchaser shall undertake those actions listed in paragraphs A.1 and A.2 of Schedule 3 (Completion Arrangements). At Completion the Purchaser shall undertake those actions listed in paragraphs B.1, B.2, B.4, B.8 and B.9 of Schedule 3 (Completion Arrangements). 7.4 The Seller shalland/or the Purchaser, to as the extent it is able to do so through exercise of its voting rightscase may be, shall procure that actions listed in Schedule 3 (Completion Arrangements) are taken, unless the Parties agree in writing otherwise, in the sequence set out in Schedule 3 (Completion Arrangements), provided that all such actions will be considered to take place simultaneously, and no transaction or delivery of any document will be deemed complete until all transactions and deliveries of documents required by Schedule 3 (Completion Arrangements) shall have been completed. 7.5 If there is a Board meeting is held at which material breach of Clause 7.1 or paragraphs A.4, A.5, B.5, B.6 or B.7 of Schedule 3 (Completion Arrangements) by the following business Seller the Purchaser shall not be transactedobliged to complete this Agreement and may: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and defer Completion (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 7 (Completion) applying to Completion as so deferred); or (b) proceed to Completion as far as practicable (without limiting its rights and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire remedies under this Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.or

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations Date at the offices of the Purchaser's Solicitors when:- the Vendor shall deliver to the Purchaser, or procure the delivery to the Purchaser of, the documents and other items referred to in Schedule 3; the Vendor and the Purchaser shall jointly procure:- that there shall be held a Meeting of the Board of Directors of the Company and of each of the Parties Subsidiaries at which there shall be duly passed Resolutions set out and contained in Board Minutes of the Company and of the Subsidiaries in the Agreed Form marked "C1" to "C3" respectively; and that there shall be held an Extraordinary General Meeting of the Company and of each of the Subsidiaries at which there shall be duly passed Resolutions set out and contained in a Notice of Meeting of the Company and of each of the Subsidiaries in the Agreed Form marked "D1" to "D3" respectively; the Purchaser shall:- pay the sum of $1,856,404 to the Vendor in accordance with Clause 3.4 or as the Vendor may direct in writing by way of transfer of funds; procure that EL executes the E5 Assignment, the Distribution Agreements and the Transitional Services Agreement and delivers the same to the Vendor; and procure that Redac Limited executes the Termination Letter and delivers the same to the Vendor; and procure that EL repays to the Vendor $4,443,596 representing the agreed equivalent in dollars of the Inter-Company Debt less £400,000 owed to the Vendor. The performance by the Vendor of its obligations under Clause 5.3 below are interdependent 4.1 shall be a condition precedent to the performance by the Purchaser of each other. The Completion its obligations under Clause 4.1 to the intent that, if the Vendor shall not occur unless all fail or shall be unable to perform any of the its obligations specified in under Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.44.1, the Purchaser shall remit at its option (and without prejudice to any other remedies or rights which it may have against the Purchase Consideration (Vendor in immediately available fundsrespect of such non-performance) cease to the Seller’s Bank Account. (ii) be liable to perform its obligations under Clause 4.1. The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which Vendor confirms and agrees that no interest shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser due or payable on the Board shall be approved; and (b) an extraInter-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) Debt left outstanding and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller Vendor shall not be entitled to terminate this Agreement demand repayment in respect thereof until 31 December 2002 or the preceding Business Day, when the Purchaser shall procure that EL repays £400,000 to the Vendor representing the balance of the Inter-Company Debt. Notwithstanding the foregoing, if EL receives full payment of each of the sums due from Bateleur Xxxxxx Financial Systems (Pty) Limited (in relation to South Africa) and Saudi Aramco (in relation to Saudi Arabia); being £120,319.72 and £178,315.10 respectively prior to 31 December 2002, the Purchaser shall procure that £200,000 of that Inter-Company Debt left outstanding pursuant to this Clause 5.4(ii) if Seller’s breach 4.1.3.4 shall be repaid by the Company within 10 Business Days of this Agreement has prevented or materially delayed receipt of such sums. To the consummation extent that the Inter-Company Debt is not repaid by 31 December 2002, interest shall accrue thereon at the rate of 1% per month before as well as after judgment. The Vendor confirms that it will ensure that the relevant proportion of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice Inter-Company Debt repaid to the Seller, if Vendor pursuant to Clause 4.1.3.4 is remitted to the conditions relevant member of the Vendor Group as set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach schedule of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice intercompany balances attached to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, Disclosure Letter and shall deliver an acknowledgement from each such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to company at Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectAgreed Form marked "O".

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.01 Completion shall take place at Xxxxx 00, Xxx Xxxxxxx Xxxxx Xxxxx, Xxx Xxxxxx Xxxx, Xxxxxxxxx Xxxx Xxxxx, 59200 Kuala Lumpur on the Completion Date or at such other place and time as shall be mutually agreed (time in either case being of the essence). Each of the Vendor and the Purchaser further acknowledges and agrees that the Business shall be sold by the Vendor, and purchased by the Purchaser, with effect from the Effective Date notwithstanding the occurrence of Completion on the Completion Date. 5.2. The obligations of each of 5.02 At Completion, the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of Vendor shall: (a) deliver or cause to be delivered to the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DatePurchaser: (i) Subject to deductions pursuant to Clause 4.4such conveyances, assurances, transfers, assignments, releases, novation agreements, consents and other documents duly executed by the relevant parties as the Purchaser shall remit may require to vest in the Purchase Consideration (in immediately available funds) Purchaser the full benefit of and legal title to the Seller’s Bank Account.Business Assets and all other rights and assets hereby agreed to be sold and the full benefit of this Agreement; (ii) The Seller shall without prejudice to the generality of the foregoing paragraph: (aA) provide to its Depository Participant the novation agreements for the Tenancy Agreements duly executed DP Instructions by the landlords identified in column 1 of Part I of Schedule 3, the Relevant Companies and the Vendor, with all such agreements being in the prescribed form approved terms; (B) the novation agreements for the transfer Contracts (excluding the Current Digi Agreement) duly executed by the parties identified in column 2 of Parts III(A), III(B), IV(A), IV(B) and V of Schedule 3, the Relevant Companies and the Vendor, with all such agreements being in the approved terms; (C) the tenancy agreement in respect of the Sale Shares to Property, which is in the Demat Account approved terms, duly executed by Dynamic Multimedia Sdn. Bhd.; (D) the assignments in respect of the Purchaser Trade Marks duly executed by the Relevant Companies and the Vendor, with all such agreements being in the approved terms; (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (bE) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy (certified as true by the secretary of such acknowledgement the Vendor) of the agreement entered into between Leading Mobile Sdn. Bhd. and/or the Vendor with LG Electronics (M) Sdn. Bhd. for the distribution of mobile telephones and related accessories in Sabah, Malaysia; (F) the novation agreement for the contract identified in Clause 5.02(a)(ii)(E) above duly executed by the Leading Mobile Sdn. Bhd. and/or the Vendor and LG Electronics (M) Sdn. Bhd., on terms and conditions that are satisfactory to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser.; (iii) The Seller shallby physical delivery or otherwise make available for collection by the Purchaser, the Stock-in-Trade, the Fixed Assets and all books, papers, records and other documents (including financial records) relating to the extent it Business, the documents of title relating to any of the other Business Assets, and all lists of customers and suppliers and other information or documents in relation to the Business as the Purchaser may require; (iv) all the plans, technical and sales publications, advertising material, brochures, catalogues and other technical and sales matter of the Vendor in relation to the Business together with any plates, blocks, negatives and other like material relating thereto; (v) the Deed of Guarantee duly executed by the Guarantors; (vi) the Shareholders’ Agreement duly executed by the Vendor; (vii) the letters of resignation of each of the Employees, evidencing the cessation of their employment with the Relevant Companies and/or the Vendor on or before the Effective Date; (viii) the employment agreements, which are in the approved terms, duly executed by each of the Employees; (ix) written confirmation that the Vendor is able not aware of any matter or thing which is in breach of or inconsistent with any of the representations, warranties and undertakings herein contained; and (x) such other documents as may be required to do give to the Purchaser good title to the Business Assets and to enable the Purchaser or its nominees to become the registered owner thereof; and (b) permit the Purchaser to enter into the various properties where the Business Assets are located and take possession of the Business Assets. 5.03 At Completion, the Purchaser shall: (a) issue irrevocable instructions to its bankers to remit a sum equal to the Cash Consideration less the Retained Amount by telegraphic transfer to the Vendor’s Account and provide to the Vendor a copy of the receipt of such instructions by the Purchaser’s bankers, which receipt shall constitute evidence of the performance of the Purchaser’s obligation to pay the Cash Consideration less the Retained Amount; (b) deliver to the Vendor, the share certificates in respect of the Share Consideration. The ordinary shares of the Purchaser to be allotted and issued pursuant to this Clause 5.03 shall rank pari passu in all respects with the existing issued ordinary shares of the Purchaser; and (c) pay that part of the Cash Consideration constituting the Retained Amount to the Escrow Agent. 5.04 Without prejudice to any other remedies available to the Purchaser, if in any respect the provisions of Clause 5.02 are not complied with by the Vendor on the Completion Date the Purchaser may: (a) defer Completion to a date not more than twenty-eight (28) days after the Completion Date (and so through exercise that the provisions of this Clause 5.04 shall apply to Completion as so deferred); or (b) proceed to Completion so far as practicable (without prejudice to its voting rightsrights hereunder); or (c) rescind this Agreement. 5.05 Subject to the terms of the Escrow Agreement and the receipt of joint written instructions, procure that a Board meeting is held at which the following business Escrow Agent shall be transactedhold and deal with the Retained Amount upon the terms of the Escrow Agreement whereupon: (a) the appointment of directors nominated by the Purchaser on the Board Retained Amount (together with accrued interest) shall be approved; and (b) an extra-ordinary general meeting of paid to the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated Vendor on or prior to before 7 October 2012 if and in the Completion Date as followsevent that on or before 30 September 2012: (i) By the mutual written consent of the Purchaser enters into a written service agreement with Digi Telecommunications Sdn. Bhd. for the provision of logistics and fulfillment services, including but not limited to third party warehousing, logistics, fulfillment, distribution management and reverse logistics services, which service agreement shall be: (A) for a period of not less than 12 months commencing from and after 1 July 2012; and (B) with respect to a scope of services which are not materially less than those covered in the Current Digi Agreement and upon terms and subject to conditions that are substantially the same as the Current Digi Agreement, and satisfactory to the Purchaser at its discretion; and the Seller.Purchaser has in its possession a complete and fully executed copy of such agreement; or (ii) By the SellerPurchaser enters into a written service agreement with an operator of a similar standing as Digi Telecommunications Sdn. Bhd. (with the Purchaser having discretion in determining if the operator is of a similar standing as Digi Telecommunications Sdn. Bhd.) for the provision of logistics and fulfillment services, including but not limited to third party warehousing, logistics, fulfillment, distribution management and reverse logistics services, which service agreement shall be: (A) for a period of not less than 12 months commencing from and after 1 July 2012; and (B) upon written notice terms and subject to conditions that are substantially the same as the Current Digi Agreement and satisfactory to the Purchaser, if Purchaser at its discretion; and the conditions set out Purchaser has in Clauses 3.1 its possession a complete and 3.3 have not been satisfied fully executed copy of such agreement; or (or satisfied subject only b) the Retained Amount (together with accrued interest) shall be paid to Completion where applicablethe Brightpoint International (Hong Kong) or waived (where applicable) Limited on or before 270 (two hundred seventy) days from 7 October 2012 in the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided event that the Seller shall Purchaser does not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation enter into any of the Transactions agreements referred to, and satisfy the requirements set out, in Clause 5.05(a). The Vendor and the Purchaser hereby agree that each shall jointly issue valid written instructions under the Escrow Agreement to the Escrow Agent for the release of the Retained Amount (and accrued interest) to the relevant party. 5.06 In the event that the Retained Amount is paid to the Purchaser in accordance with Clause 5.05(b), and the Consolidated Net Profit Before Tax of the Group Business for: (a) the First Operational Year is more than or equal to RM22,500,000; (b) the Second Operational Year is more than or equal to RM31,790,000; (c) the Third Operational Year is more than or equal to RM40,460,000; and (d) none of the events referred to in paragraphs 9 or 10 of Schedule 8 occurred during any Operational Year; the Purchaser shall remit an amount equal to the Retained Amount (without any interest) by telegraphic transfer to the Vendor’s Account on the date on which term for the Earn-Out Year 3 Sum is payable, and provide to the Vendor a copy of the receipt of such instructions by the Purchaser’s bankers, which receipt shall constitute evidence of the performance of the Purchaser’s obligation to pay an amount equal to the Retained Amount. For the purposes of this Clause 5.4(ii) 5.06, capitalized terms shall not include bear the Financing); (iii) By the Purchaser, upon written notice meanings ascribed to the Seller, if the conditions set out them in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the TransactionsSchedule 8. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place on at the Completion Date. 5.2. The obligations offices of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank AccountSolicitors, or such other place as the parties may agree, immediately after the signing of this agreement, when the transactions mentioned in clauses 5.2 to 5.8 shall take place. (ii) 5.2 The Seller shall deliver or procure the delivery to the Buyer of the following: 5.2.1 a completed and signed transfer in respect of the Shares in favour of the Buyer, or its nominee(s) together with the share certificate(s) for the Shares; 5.2.2 as evidence of the authority of each person executing a document referred to in this schedule on the Seller’s behalf: 5.2.2.1 a copy of the minutes of a duly held meeting of the directors of the Seller (aor a duly constituted committee thereof) provide authorising the execution by the Seller of the document and, where such execution is authorised by a committee of the board of directors of the Seller, a copy of the minutes of a duly held meeting of the directors constituting such committee or the relevant extract thereof; or 5.2.2.2 a copy of the power of attorney conferring the authority, in each case certified to its Depository Participant be true by a director or the secretary of the Seller or by the Seller’s Solicitors; 5.2.3 the Tax Deed, duly executed DP Instructions by the Seller; 5.2.4 the resignations of Xxxxxx Murrells and Xxxxx Xxxxxxx as directors, and Xxxxxxx Xxxxxxx as the secretary, of the Company, in the prescribed form for Agreed Form; 5.2.5 the resignation of the Company’s Auditors, in the Agreed Form; 5.2.6 a power of attorney, in the Agreed Form, executed by the Seller in favour of the Buyer or its nominee(s) empowering the Buyer to exercise the Seller’s rights as shareholder of the Company pending the stamping and registration of the transfer referred to in clause 5.2.1; 5.2.7 the statutory books of the Sale Shares Company made up to the Demat Account date of Completion and its certificate of incorporation and common seal; 5.2.8 a copy of each bank mandate of the Purchaser Company and copies of statements of each bank account of the Company made up to the Business Day immediately before the date of Completion; 5.2.9 the title deeds of the Properties (details save that the title deeds of which the Unassigned Properties shall only be provided made available for inspection); 5.2.10 written confirmation from the Seller that there are no subsisting guarantees given by the Company in favour of the Seller or any of any of its Associates or by the Seller and its Associates in respect of any obligations of the Company and that, after compliance with clauses 5.3 and 5.4, neither the Seller nor its Associates will be indebted to the Company and the Company will not be indebted to either the Seller or its Associates; 5.2.11 a certified copy of the Hive-up Agreement duly executed by the Company and the Seller; 5.2.12 a duly executed deed of amendment which, with effect from Completion, terminates all indemnities given by the Company pursuant to the Call Option; 5.2.13 the accounting books and records of the Company; and 5.2.14 all confidentiality agreements or undertakings given to any member of the Seller’s Group by potential buyers of the Shares prior to their sale to the Buyer pursuant to this agreement. 5.3 The Seller and the Guarantor shall repay or procure to be repaid all amounts owing at Completion to the Company from the directors of the Company and their Associates and from the Seller and its Associates, whether due for payment or not. 5.4 The Seller shall procure that at Completion the Company shall repay all amounts owing by the Company to the directors of the Company and their Associates and to the Seller in writing as soon as practicable after the Execution Date); (b) procure and its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the PurchaserAssociates whether due for payment or not. (iii) The 5.5 With effect from Completion, the Seller and the Guarantor shall, to the extent it each is able lawfully permitted to do so through exercise so, assign the benefit to the Buyer of all confidentiality undertakings given to it by all potential buyers of the Shares prior to their sale to the Buyer pursuant to this agreement. The Seller will send a letter, in the Agreed Form, to the other parties to such agreements and undertakings authorising the Buyer to recover all information (as defined in such agreements or undertakings) or requesting certification of its voting rights, destruction to the Buyer in each case in accordance with the terms of such agreements and undertakings. 5.6 The Guarantor shall procure that a Board T&S Stores Limited enters into, and the Seller shall procure that the Company enters into, the TSA. 5.7 A board meeting is of the Company shall be held at which the following business shall be transactedwhich: 5.7.1 Xxxxx Xxxxxxxxx and Xxxxxxx Xxx are appointed additional directors; 5.7.2 the Buyer’s Accountants are appointed as auditors of the Company; 5.7.3 the transfer(s) referred to in clause 5.2.1 is (aor are) approved (subject to stamping); 5.7.4 the appointment registered office of the Company is changed from its current address to an address notified to it by the Buyer; 5.7.5 the accounting reference date of the Company is changed from its current date to a date notified to it by the Buyer; 5.7.6 all forms relating to the change of directors of the Company described in clauses 5.2.4 and 5.7.1 are to be filed; 5.7.7 the resignations referred to in clauses 5.2.4 and 5.2.5 are submitted and accepted; and 5.7.8 each existing mandate given by the Company for the operation of its bank accounts is revoked and resolutions contained in new mandate(s) giving authority to persons nominated by the Purchaser Buyer are passed. 5.8 The Buyer shall: 5.8.1 pay or procure the payment of the portion of the Upfront Consideration due to the Seller on Completion pursuant to clause 3.2.1; 5.8.2 deliver to the Seller a counterpart of the Tax Deed and the TSA, each duly executed by the Buyer; 5.8.3 as evidence of the authority of each person executing a document referred to in this schedule on the Board shall be approvedBuyer’s behalf: 5.8.3.1 a copy of the minutes of a duly held meeting of the directors of the Buyer (or a duly constituted committee thereof) authorising the execution by the Buyer of the document and, where such execution is authorised by a committee of the board of directors of the Buyer, a copy of the minutes of a duly held meeting of the directors constituting such committee or the relevant extract thereof; or 5.8.3.2 a copy of the power of attorney conferring the authority; and 5.8.4 pay or procure the payment of a sum (bthe “Cash Proceeds”) an extra-ordinary general meeting equal to the balance standing to the credit of the shareholders Bank Account at the commencement of business on the date of Completion (the “Bank Account Balance”) less £60,850. The Seller shall indemnify in full and keep fully indemnified the Buyer on demand against any and all losses, costs, liabilities, expenses, actions, proceedings, claims and demands incurred or suffered by the Buyer or the Company to approve as a result of any drawings which reduce the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convenedBank Account Balance. 5.4. This Agreement 5.9 The Buyer may, in its absolute discretion, waive any requirement contained in clauses 5.2 to 5.7, or may be terminated waive any of those requirements on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided condition that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchasergives, upon on Completion, a written notice undertaking to the Seller, if Buyer in such form and substance as the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the TransactionsBuyer requires. (iv) By 5.10 Neither party shall be obliged to complete this agreement unless: 5.10.1 the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements other party complies with all its obligations under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior to such terminationclause 5; and (ii) if applicable, 5.10.2 the Observer shall no longer be entitled to attend purchase of all the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectShares is completed simultaneously.