Common use of Conditional Agreement Clause in Contracts

Conditional Agreement. 2.1 Completion of the Lease is conditional upon the Conditions Precedent being satisfied by the Long Stop Date 2.2 If the Tenant wishes to vary those of the Tenant’s Proposed Works as affect the exterior of the Building it shall provide the Landlord with full plans and specifications and any other details which the Landlord may reasonably require in relation to such variation to the Tenant’s Proposed Works and upon receipt thereof the Landlord shall at the cost of the Tenant and with all due expedition examine such plans and specifications and inform the Tenant whether its consent is given to such plans and specifications or not and if the Landlord refuses consent then the Tenant may alter its plans and specifications and resubmit them to the Landlord and the Landlord shall examine them and inform the Tenant whether its consent is given in accordance with the terms of this Clause and this process may be repeated until the Landlord’s consent is given or until the Tenant serves notice on the Landlord that it does not intend to vary the Tenant’s Proposed Works provided that no such variations shall be permitted which shall prevent the Conditions Precedent being satisfied by the Long Stop Date 2.3.1 The Tenant shall use best endeavours to obtain (i) Planning Permission and (ii) any other consents required for the carrying on of the Tenant’s Proposed Business and the carrying out of the Tenant’s Proposed Works as soon as reasonably possible and in any event before the Long Stop Date 2.3.2 The Tenant shall inform the Landlord in writing no later than five working days after it has received Planning Permission and the consents referred to in Clause 2.3.1 above and for the avoidance of doubt the Tenant shall so notify the Landlord on each and every occasion that it shall receive Planning Permission or the consent (as the case may be) 2.4 The Tenant shall commission a full structural survey of the Building as soon as reasonably possible and in any event no later than 10 working days from the date of this Agreement and the Tenant shall procure that such survey shall be issued no later than six months from the date of this Agreement and the Tenant shall provide the Landlord with a full copy of such survey within five working days of receipt by the Tenant and at the same time shall give written notice to the Landlord of whether or not in the Tenant’s reasonable opinion the Building is suitable for the carrying out of the Tenant’s Proposed Works and/or carrying on of the Tenant’s Proposed Business 2.5.1 The Landlord shall as soon as reasonably possible submit a copy of this Agreement and the Lease to any party which has a charge over the Landlord’s Superior Title and shall use all reasonable endeavours to obtain the consent of such charges to this Agreement and the grant of the Lease as soon as reasonably possible 2.5.2 The Landlord shall inform the Tenant as soon as reasonably practicable once it has received the consents referred to in Clause 2.5.1 above 2.6.1 In relation to the Court Order the parties shall as soon as reasonably practicable make to the Mayors and City of London Court an application for the Court Order and shall diligently pursue such application and use their reasonable endeavours to obtain the Court Order 2.6.2 The Landlord shall inform the Tenant as soon as reasonably practicable once the Court Order has been granted

Conditional Agreement. 2.1 Completion of the Lease This Agreement is conditional upon the Conditions Precedent being satisfied by the Long Stop Date 2.2 If the Tenant wishes to vary those fulfillment of the Tenant’s Proposed Works as affect the exterior following conditions within a period of the Building it shall provide the Landlord with full plans and specifications and any other details which the Landlord may reasonably require in relation to such variation to the Tenant’s Proposed Works and upon receipt thereof the Landlord shall at the cost of the Tenant and with all due expedition examine such plans and specifications and inform the Tenant whether its consent is given to such plans and specifications or not and if the Landlord refuses consent then the Tenant may alter its plans and specifications and resubmit them to the Landlord and the Landlord shall examine them and inform the Tenant whether its consent is given in accordance with the terms of this Clause and this process may be repeated until the Landlord’s consent is given or until the Tenant serves notice on the Landlord that it does not intend to vary the Tenant’s Proposed Works provided that no such variations shall be permitted which shall prevent the Conditions Precedent being satisfied by the Long Stop Date 2.3.1 The Tenant shall use best endeavours to obtain ninety (i90) Planning Permission and (ii) any other consents required for the carrying on of the Tenant’s Proposed Business and the carrying out of the Tenant’s Proposed Works as soon as reasonably possible and in any event before the Long Stop Date 2.3.2 The Tenant shall inform the Landlord in writing no later than five working days after it has received Planning Permission and the consents referred to in Clause 2.3.1 above and for the avoidance of doubt the Tenant shall so notify the Landlord on each and every occasion that it shall receive Planning Permission or the consent (as the case may be) 2.4 The Tenant shall commission a full structural survey of the Building as soon as reasonably possible and in any event no later than 10 working days from the date of this Agreement or any extended period as agreed by the Parties (“Conditions Precedent”): 2.1.1 The Company shall procure and ensure the passing of the Board and/or if required, the resolution of the Company’s shareholders authorizing the following: (i) the appointment of the signatory(ies) to sign this Agreement and the Tenant shall procure implementation of this Agreement (including the allotment and issue of the Subscription Ordinary Shares to the Investor as set out in this Agreement); (ii) the allotment and issue of the Subscription Shares to the Investor on the terms and conditions of this Agreement; (iii) the registration of the Investor in the register of members of the Company as the holder of the Subscription Shares on the terms and conditions of this Agreement; (iv) the affixing of the common seal unto the share certificates representing the Subscription Shares and the issue of the corresponding share certificates to the Investor; 2.1.2 the signature by all parties thereto of each of the following agreements, including any amendments or supplements thereof: (i) a shareholders’ agreement in respect of the Company; (ii) a put option agreement between the Shareholder (as grantor) and the Investor (as option holder); (iii) a call option agreement between the Investor (as grantor) and the Shareholder (as option holder); and 2.1.3 the Company having executed the employment contracts for its key management personnel in the form and substance acceptable to the Investor. 2.1.4 the legal, technical and financial due diligence on the Company duly completed and its findings being satisfactory to the Investor. 2.2 In the event that such survey shall be issued no later than six months from any of the Conditions Precedent are not obtained or fulfilled on or before the expiry of 90 days after the date of this Agreement, then this Agreement shall, at the option of the Investor, terminate and be of no further effect and none of the Parties shall have any claims against the other Parties for costs, damages, compensation or otherwise, save for any antecedent breach of the terms of this Agreement and the Tenant shall provide the Landlord with a full copy of such survey within five working days of receipt costs to be borne by the Tenant and at Company pursuant to Clause 11. 2.3 This Agreement will become unconditional on the same time shall give written notice to date on which the Landlord of whether or not in the Tenant’s reasonable opinion the Building is suitable for the carrying out last of the Tenant’s Proposed Works and/or carrying on of Conditions Precedent will have been duly obtained or fulfilled in accordance with the Tenant’s Proposed Business 2.5.1 The Landlord shall as soon as reasonably possible submit a copy provisions of this Agreement and the Lease to any party Clause 2 (which has a charge over the Landlord’s Superior Title and shall use all reasonable endeavours to obtain the consent of such charges to this Agreement and the grant of the Lease as soon as reasonably possible 2.5.2 The Landlord shall inform the Tenant as soon as reasonably practicable once it has received the consents date is referred to in Clause 2.5.1 above 2.6.1 In relation to as the Court Order the parties shall as soon as reasonably practicable make to the Mayors and City of London Court an application for the Court Order and shall diligently pursue such application and use their reasonable endeavours to obtain the Court Order 2.6.2 The Landlord shall inform the Tenant as soon as reasonably practicable once the Court Order has been granted“Unconditional Date”).

Conditional Agreement. 2.1 Completion of the Lease is conditional upon the Conditions Precedent being satisfied satisfaction or waiver of the following conditions: (a) the Warranties and the Guarantors’ Warranties remaining true and correct in all material respects at Completion; (b) all necessary third party consents and approvals required to be obtained in respect of this Agreement and the transactions contemplated hereby, including but not limited to the Subscription, having been obtained; (c) the passing by the Long Stop Date 2.2 If the Tenant wishes to vary those Independent Shareholders of the Tenant’s Proposed Works as affect Company who are entitled to vote and not required to abstain from voting under the exterior Listing Rules and/or the Takeovers Code at a special general meeting of the Building it shall provide the Landlord with full plans Company to be convened and specifications and any other details which the Landlord may reasonably require in relation to such variation to the Tenant’s Proposed Works and upon receipt thereof the Landlord shall at the cost held of the Tenant and with all due expedition examine such plans and specifications and inform the Tenant whether its consent is given necessary resolutions to such plans and specifications or not and if the Landlord refuses consent then the Tenant may alter its plans and specifications and resubmit them to the Landlord approve this Agreement and the Landlord shall examine them transactions contemplated hereunder, including among others, the allotment and inform issue of the Tenant whether its consent is given in accordance with Subscription Shares, the terms Convertible Bonds and the Conversion Shares falling to be issued upon conversion of this Clause the Convertible Bonds, the Whitewash Waiver and this process may be repeated until the Landlordelection of the Subscriber’s consent is given or until nominees as directors of the Tenant serves notice Company, effective upon Completion; (d) the Shares remaining listed on the Landlord that it does not intend to vary the Tenant’s Proposed Works provided that no such variations shall be permitted which shall prevent the Conditions Precedent being satisfied by the Long Stop Date 2.3.1 The Tenant shall use best endeavours to obtain (i) Planning Permission and (ii) any other consents required for the carrying on Main Board of the Tenant’s Proposed Business and the carrying out of the Tenant’s Proposed Works as soon as reasonably possible and in any event before the Long Stop Date 2.3.2 The Tenant shall inform the Landlord in writing no later than five working days after it has received Planning Permission and the consents referred to in Clause 2.3.1 above and for the avoidance of doubt the Tenant shall so notify the Landlord on each and every occasion that it shall receive Planning Permission or the consent (as the case may be) 2.4 The Tenant shall commission a full structural survey of the Building as soon as reasonably possible and in any event no later than 10 working days Stock Exchange at all times from the date of this Agreement Agreement, save for any suspension in trading not exceeding five consecutive trading days (except for any suspension for the purpose of clearing any announcement regarding the Subscription and this Agreement), or such longer period as the Subscriber may accept in writing; (e) the Stock Exchange granting, and not having withdrawn or revoked up to Completion, the listing of and permission to deal in the Subscription Shares and the Tenant shall procure that such survey shall Conversion Shares falling to be allotted and issued no later than six months from upon conversion of the date Convertible Bonds on the Stock Exchange; (f) the granting of this Agreement the Whitewash Waiver by the Executive and the Tenant shall provide the Landlord with a full copy satisfaction of such survey within five working days of receipt by the Tenant and at the same time shall give written notice any condition attached to the Landlord Whitewash Waiver and the Whitewash Waiver not having been revoked or withdrawn; (g) there having been no material breach of whether or not the provisions of Clause 7; and (h) save as disclosed in the Tenant’s reasonable opinion the Building is suitable for the carrying out announcement of the Tenant’s Proposed Works and/or carrying Company dated 7 July 2016, no Material Adverse Effect on of the Tenant’s Proposed BusinessGroup Companies having occurred since the Accounting Date. 2.5.1 2.2 The Landlord shall as soon as reasonably possible submit a copy of this Agreement and the Lease to any party which has a charge over the Landlord’s Superior Title and shall use Company shall, at its own cost, exercise all reasonable endeavours to obtain procure the consent of such charges to this Agreement and the grant satisfaction of the Lease as soon as reasonably possibleconditions specified in Clauses 2.1(a), (b), (c), (d), (e), (g) and (h) by the time specified in Clause 2.4. The Subscriber shall, at its own cost, exercise all reasonable endeavours to procure the satisfaction of the condition specified in Clause 2.1(b) and (f) by the time specified in Clause 2.4. Each of the parties hereto shall procure that all information and documents required pursuant to the Listing Rules, the Takeovers Code and other applicable rules, codes and regulations and all other announcements, circulars, reports, documents, independent advices or otherwise duly given promptly to the Company, the Stock Exchange, the SFC and other regulatory authorities. 2.5.2 2.3 The Landlord shall inform Subscriber may at any time waive in whole or in part and conditionally or unconditionally the Tenant as soon as reasonably practicable once it has received condition specified in Clauses 2.1(a), (b), (d), (g) and (h) in writing to the consents Company. 2.4 In the event the condition referred to in Clause 2.5.1 above 2.6.1 In relation to 2.1 not being fulfilled or (where applicable) waived by 12:00 noon on 30 September 2016 (or such other time and date as may be agreed by the Court Order Company and the Subscriber in writing), all rights, obligations and liabilities of the parties hereunder shall as soon as reasonably practicable make to cease and terminate and neither party shall have any claim against the Mayors and City other, save for any antecedent breaches of London Court an application for the Court Order and shall diligently pursue such application and use their reasonable endeavours to obtain the Court Order 2.6.2 The Landlord shall inform the Tenant as soon as reasonably practicable once the Court Order has been grantedterms hereof.

Conditional Agreement. 2.1 Completion 2.1. The Parties agree that the obligation of the Lease Investor to subscribe for its Subscription Preference Shares at each Completion is conditional conditioned upon the Conditions Precedent being satisfied by the Long Stop Date 2.2 If the Tenant wishes to vary those of the Tenant’s Proposed Works as affect the exterior of the Building it shall provide the Landlord with full plans and specifications and any other details which the Landlord may reasonably require in relation to such variation subject to the Tenant’s Proposed Works and upon receipt thereof the Landlord shall at the cost of the Tenant and with all due expedition examine such plans and specifications and inform the Tenant whether its consent is given to such plans and specifications or not and if the Landlord refuses consent then the Tenant may alter its plans and specifications and resubmit them conditions precedent stated in Schedule 1A applicable to the Landlord and applicable Completion (the Landlord shall examine them and inform the Tenant whether its consent is given in accordance with the terms of this Clause and this process may be repeated until the Landlord’s consent is given “Investor Conditions Precedent”) being fulfilled or until the Tenant serves notice on the Landlord that it does not intend to vary the Tenant’s Proposed Works provided that no such variations shall be permitted which shall prevent the Conditions Precedent being satisfied by the Long Stop Date 2.3.1 The Tenant shall use best endeavours to obtain (i) Planning Permission and (ii) any other consents required for the carrying on of the Tenant’s Proposed Business and the carrying out of the Tenant’s Proposed Works as soon as reasonably possible and in any event before the Long Stop Date 2.3.2 The Tenant shall inform the Landlord in writing no later than five working days after it has received Planning Permission and the consents referred to in Clause 2.3.1 above and for the avoidance of doubt the Tenant shall so notify the Landlord on each and every occasion that it shall receive Planning Permission or the consent (satisfied, as the case may be) 2.4 , upon or before the applicable Completion unless otherwise waived by the Investor. The Tenant shall commission a full structural survey Parties agree that the obligation of the Building Company to issue the Subscription Preference Shares to the Investor at each Completion is conditioned upon and subject to the conditions precedent stated in Schedule 1B applicable to the applicable Completion (the “Company Conditions Precedent”, and together with the Investor Conditions Precedent, the “Conditions Precedent”) being fulfilled or satisfied, as soon the case may be, upon or before the applicable Completion unless otherwise waived by the Company. 2.2. [Reserved.] 2.3. The obligations of the Parties referred to in Clause 2.1 as reasonably possible to the applicable Completion shall become unconditional on the applicable Fulfilment Date (it being understood and in any event no later than 10 working days from agreed that the date of this Agreement covenants set forth Clauses 4.1.1(b)(iii), 4.1.2(b)(iii) and the Tenant shall procure that such survey 4.1.3(b)(iii) shall be issued no later than six months from fulfilled on the date applicable Completion Date). 2.4. The Company acknowledges that the applicable Investor Conditions Precedent are for the benefit of this Agreement and the Tenant shall provide Investor. The Investor may waive any applicable Investor Condition Precedent in respect of its obligation to subscribe for the Landlord with a full copy of such survey within five working days of receipt Initial Tranche Subscription Preference Shares, Second Tranche Subscription Preference Shares or Third Tranche Subscription Preference Shares at any time by the Tenant and at the same time shall give written notice in writing to the Landlord of whether or not in the Tenant’s reasonable opinion the Building is suitable for the carrying out of the Tenant’s Proposed Works and/or carrying on of the Tenant’s Proposed BusinessCompany. 2.5.1 The Landlord shall as soon as reasonably possible submit a copy of this Agreement and the Lease to any party which has a charge over the Landlord’s Superior Title and 2.5. Each Party shall use all reasonable endeavours to obtain satisfy or procure the consent satisfaction of such charges to this Agreement and the grant each of the Lease relevant Conditions Precedent as soon as possible. The Investor shall, and shall cause its Affiliates to, commence a capital call from its investors as soon as reasonably possiblepracticable: 2.5.2 The Landlord (i) after the date of this Agreement in order to be able to fund the Initial Tranche Purchase Price at the Initial Completion as contemplated by this Agreement; (ii) after the Initial Completion (or earlier) in order to be able to fund the Second Tranche Purchase Price at the Second Completion as contemplated by this Agreement; and (iii) after the Second Completion (or earlier) in order to be able to fund the Third Tranche Purchase Price at the Third Completion as contemplated by this Agreement. Following the completion of each capital call as described above, the Investor shall inform cause its Affiliates to deliver such proceeds from such capital call as may be necessary for Investor to consummate the Tenant as soon as reasonably practicable once it has received relevant Completion in accordance with this Agreement. 2.6. If all Conditions Precedent applicable to any Completion shall have been obtained, fulfilled or waived by the consents referred applicable Party, SVF may with respect to in Clause 2.5.1 above 2.6.1 In relation such Completion, by giving written notice to the Court Order the parties shall as soon as reasonably practicable make Company no later than five Business Days prior to the Mayors applicable Target Completion Date, postpone the applicable Target Completion Date once by up to an additional ten Business Days or such longer time as SVF and City the Company may mutually agree (such extended date, the “Extended Completion Date”); provided, that if SVF so postpones the applicable Target Completion Date, (i) all Investor Conditions Precedent shall be deemed irrevocably and unconditionally waived by SVF as of London Court an application for the Court Order applicable Target Completion Date without any further action by any of the Parties, (ii) all references to the applicable Completion Date with respect to the Company’s representations and warranties contained in this Agreement shall diligently be deemed to be references to the applicable Target Completion Date, (iii) following the applicable Target Completion Date, SVF shall no longer have any right to terminate this Agreement with respect to such Completion, other than in respect of any Company Closing Breach, (iv) SVF shall be deemed in material breach of its obligations under this Agreement if it does not fund the applicable Subscription Amount at the applicable Extended Completion Date and (v) the Company may pursue such application and use their reasonable endeavours any or all of its rights pursuant to obtain Clause 5.1 if SVF does not fund the Court Order 2.6.2 The Landlord shall inform applicable Subscription Amount at the Tenant as soon as reasonably practicable once the Court Order has been grantedapplicable Extended Completion Date.