Common use of DEALINGS AND UNDERTAKINGS Clause in Contracts

DEALINGS AND UNDERTAKINGS. I undertake to Bidco and the Company that (other than in connection with the Scheme) before this Undertaking lapses in accordance with paragraph 9.1 below, I shall not (and shall procure that the registered holder shall not): sell, transfer, charge, encumber, create or grant any option or lien over or otherwise dispose of (or permit any such action to occur in respect of) any interest in any Company Shares or any other shares in the Company issued or unconditionally allotted to, or otherwise acquired by, me or any shares in the capital of the Company in respect of which I become the registered holder or beneficial owner, before then (“Further Company Shares”); or vote in favour of any resolution to approve an acquisition or any other transaction which is proposed by any person other than Bidco or which would otherwise hinder or impede the implementation of the Scheme; or accept, or give any undertaking in each case in my capacity as a shareholder (whether conditional or unconditional) to accept any offer, or approve any offer made or proposed to be implemented by way of a contractual offer, scheme of arrangement or otherwise in respect of securities in the Company by any person other than Bidco which might reasonably be expected to frustrate the Offer; or except as a result of any Options being exercised or vesting, until the earlier of (i) this Undertaking lapsing in accordance with paragraph 9, or (ii) the Scheme being approved by the court, acquire or otherwise deal or undertake any dealing in any relevant securities of the Company (or any interest therein) unless the Panel determines and confirms to you that in respect of such acquisition or dealing, I am not acting in concert with you pursuant to Note 9 to the definition of “Acting in concert” set out in the Code; or enter into any agreement or arrangement, incur any obligation or give any indication of intent (or permit such circumstances to occur): to do all or any of the acts referred to in paragraphs 3.1.1 to 3.1.4 (inclusive) above; or which, in relation to the Company Shares or any Further Company Shares, would or might reasonably be expected to restrict or impede me accepting the Offer or voting in favour of the Scheme (as applicable), and for the avoidance of doubt, references in this paragraph 3.1.5 to any agreement, arrangement or obligation shall include any such agreement, arrangement or obligation whether or not legally binding or subject to any condition, or which is to take effect upon or following the Scheme lapsing or being withdrawn, or upon or following this Undertaking ceasing to be binding, or upon or following any other event.

DEALINGS AND UNDERTAKINGS. I irrevocably and unconditionally undertake to Bidco and the Company KAZ Minerals, subject to paragraph 2 above, that (other than in connection with the SchemeAcquisition) before this Undertaking terminates and lapses in accordance with paragraph 9.1 10.1 below, I shall not (and shall procure that the registered holder shall not): ): 4.1 sell, transfer, charge, encumber, create or grant any option or lien over or otherwise dispose of (or permit any such action to occur in respect of) any interest in any Company the Existing KAZ Minerals Shares or any other shares in the Company KAZ Minerals issued or unconditionally allotted to, or otherwise acquired by, me or any shares in the capital of the Company KAZ Minerals in respect of which I become the registered holder or beneficial owner, before then (“"Further Company KAZ Minerals Shares”"); or vote in favour of any resolution to approve an acquisition , or any other transaction which is proposed shares or interests in shares attributable to or deriving from such shares, except any KAZ Minerals Shares held beneficially by any person other than Bidco or which would otherwise hinder or impede me under the implementation terms of the SchemeKAZ Minerals Share Incentive Plan (together, the "Shares"); or or 4.2 accept, or give any undertaking in each case in my capacity as a shareholder (whether conditional or unconditional) to accept accept, or otherwise agree to, in respect of the Shares, any offer, or approve any offer made or proposed to be implemented by way of a contractual offer, scheme of arrangement or otherwise in respect of securities in the Company KAZ Minerals by any person other than Bidco; or 4.3 except with the prior written consent of Bidco which might reasonably (not to be expected to frustrate the Offer; or except as a result of any Options being exercised or vesting, until the earlier of (i) this Undertaking lapsing in accordance with paragraph 9, or (ii) the Scheme being approved by the courtunreasonably withheld), acquire or otherwise deal or undertake any dealing in any relevant securities of the Company KAZ Minerals (or any interest therein) unless the Panel determines and confirms to you in writing that in respect of such acquisition or dealing, I am not acting in concert with you pursuant to Note 9 to the definition of “"Acting in concert” " set out in the Takeover Code; or or 4.4 enter into any agreement or arrangement, incur any obligation or give any indication of intent (or permit such circumstances to occur): ): 4.4.1 to do all or any of the acts referred to in paragraphs 3.1.1 to 3.1.4 (inclusive) 4.1, 4.2 and 4.3 above; or which, or 4.4.2 in relation to to, or operating by reference to, the Company Shares or any Further Company Shares, which would or might reasonably be expected to restrict or impede me accepting the Offer or voting in favour of giving effect to the Scheme (as applicable)by any person or my ability to comply with this Undertaking, and for the avoidance of doubt, references in this paragraph 3.1.5 4.4 to any agreement, arrangement or obligation shall include any such agreement, arrangement or obligation whether or not legally binding or subject to any condition, or which is to take effect upon or following the Scheme lapsing or being withdrawn, or upon or following this Undertaking ceasing to be binding, or upon or following any other event.

DEALINGS AND UNDERTAKINGS. I irrevocably undertake to Bidco Connells and the Company Countrywide that (other than in connection with the SchemeScheme or Acquisition) before this Undertaking lapses in accordance with paragraph 9.1 below, I shall not (and and, if relevant, shall procure that the registered holder shall not): : 4.1 sell, transfer, charge, encumber, create or grant any option or lien over or otherwise dispose of (or permit any such action to occur in respect of) any interest in any Company of the Existing Countrywide Shares or any other shares in the Company Countrywide issued or unconditionally allotted to, or otherwise acquired by, me or any shares in the capital of the Company Countrywide in respect of which I become the registered holder or beneficial owner, before then (“"Further Company Countrywide Shares”") (together with the Existing Countrywide Shares, the "Shares"); ; 4.2 give any undertaking (whether conditional or unconditional) to exercise any voting rights attaching to the Shares to vote in favour favour, or to exercise any voting rights attaching to the Shares to vote in favour, of any resolution to approve an acquisition scheme of arrangement or any other transaction which is proposed in competition with the Scheme by any person other than Bidco Connells or which would otherwise hinder or impede the implementation of the Scheme; or ; 4.3 accept, vote in favour of, or give any undertaking in each case in my capacity as a shareholder (whether conditional or unconditional) to accept or vote in favour of, or otherwise agree to, any offeroffer in respect of the Shares, or approve any offer made or proposed to be implemented (whether by way of a contractual offer, scheme of arrangement or otherwise otherwise) in respect of securities in the Company Countrywide by any person other than Bidco which might reasonably be expected to frustrate the Offer; or except as a result of any Options being exercised or vesting, Connells; 4.4 until the earlier of (i) this Undertaking lapsing in accordance with paragraph 99.1, or (ii) the Scheme being approved by the court, acquire or otherwise deal or undertake any dealing in any relevant securities of the Company Countrywide (or any interest therein) unless (including as a result of the Panel determines and confirms to you that exercise of the options/awards over Countrywide Shares as are specified in respect column 2 of such acquisition or dealing, I am not acting in concert with you Schedule 1 of this Undertaking ("Options") other than the exercise of the Options pursuant to Note 9 to the definition Scheme or any proposals from Connells under Rule 15 of “Acting in concert” set out in the Takeover Code); or or 4.5 enter into any agreement or arrangement, arrangement or incur any obligation or give any indication of intent (or permit such circumstances to occur): ): 4.5.1 to do all or any of the acts referred to in paragraphs 3.1.1 to 3.1.4 (inclusive) 4.1, 4.2, 4.3 and 4.4 above; or which, or 4.5.2 in relation to to, or operating by reference to, the Company Shares or any Further Company Shares, which in either case would or might reasonably be expected to restrict or impede me accepting the Offer or voting in favour of giving effect to the Scheme (as applicable)by any person or my ability to comply with this Undertaking, and for the avoidance of doubt, references in this paragraph 3.1.5 4.5 to any agreement, arrangement or obligation shall include any such agreement, arrangement or obligation whether or not legally binding or subject to any condition, or which is to take effect upon or following the Scheme becoming effective, lapsing or being withdrawn, or upon or following this Undertaking ceasing to be binding, or upon or following any other event.

DEALINGS AND UNDERTAKINGS. I undertake 4.1 The Shareholder represents and warrants that neither he nor any of his Connected Persons has accepted any offer to dispose of any Committed Shares and undertakes to Bidco and that before the Company that Offer closes, lapses or is withdrawn (other than in connection with whichever is the Scheme) before this Undertaking lapses in accordance with paragraph 9.1 belowearlier), I he shall not (and shall procure that the registered holder his Connected Persons shall not): ): (a) sell, transfer, chargeEncumber, encumber, create or grant any option or lien over or otherwise dispose of (or permit any such action to occur in respect of) any interest in any Company Shares or Committed Shares; (b) accept any other shares in the Company issued or unconditionally allotted to, or otherwise acquired by, me or any shares in the capital of the Company offer in respect of which I become the registered holder or beneficial owner, before then Committed Shares; (“Further Company Shares”); or c) vote in favour of any resolution to approve an acquisition or any other transaction scheme of arrangement of APR Energy which is proposed by any person other than Bidco or which would otherwise hinder or impede the implementation of the Scheme; or accept, or give any undertaking in each case in my capacity as a shareholder (whether conditional or unconditional) competition to accept any offer, or approve any offer made or proposed to be implemented by way of a contractual offer, scheme of arrangement or otherwise in respect of securities in the Company by any person other than Bidco which might reasonably be expected to frustrate the Offer; or except as a result of any Options being exercised or vesting, until the earlier of or (id) this Undertaking lapsing in accordance with paragraph 9, or (ii) the Scheme being approved by the court, acquire or otherwise deal or undertake any dealing in any relevant securities of the Company (or any interest therein) unless the Panel determines and confirms to you that in respect of such acquisition or dealing, I am not acting in concert with you other than pursuant to Note 9 to the definition of “Acting in concert” set out in the Code; or Offer) enter into any agreement or arrangement, or permit any agreement or arrangement to be entered into, or incur any obligation or permit any obligation to arise or give or announce any indication of intent intention (in each case whether conditional or permit such circumstances to occur): not): (i) to do all or any of the acts referred to in paragraphs 3.1.1 Clauses 4.1(a) to 3.1.4 4.1(c); (inclusiveii) abovein relation to, or operating by reference to, the Committed Shares; or or (iii) which, in relation to the Company Shares or any Further Company Committed Shares, would or might reasonably be expected to restrict or impede me accepting the Offer or voting him in favour of the Scheme (as applicable)carrying out his obligations hereunder, and and, for the avoidance of doubt, references in this paragraph 3.1.5 Clause 4.1(d) to any agreement, arrangement arrangement, obligation or obligation shall include intention includes any such agreement, arrangement arrangement, obligation or obligation intention whether or not legally binding or subject to any condition, condition or which is to take effect upon if the Offer closes or following the Scheme lapsing or being withdrawnlapses, or upon or following if this Undertaking ceasing Agreement ceases to be binding, binding or upon or following any other event. 4.2 The Shareholder further undertakes not to (and shall procure that his Connected Persons shall not), until the earlier of: (a) this Agreement terminating in accordance with Clause 11; or (b) the Offer becoming unconditional as to acceptances, acquire any interest (as defined in the Code) or otherwise deal or undertake any dealing (as defined in the Code) in any relevant securities (as defined in the Code) of APR Energy unless the Panel determines, and confirms to Bidco, that, in respect of such acquisition or dealing, the Shareholder is not acting in concert with Bidco pursuant to Note 9 on the definition of "Acting in concert" set out in the Code.

DEALINGS AND UNDERTAKINGS. I undertake to Bidco and the Company that (other than in connection with the Scheme) before this Undertaking lapses in accordance with paragraph 9.1 below, I shall not (and shall procure that the registered holder shall not): sell, transfer, charge, encumber, create or grant any option or lien over or otherwise dispose of (or permit any such action to occur in respect of) any interest in any Company Shares or any other shares in the Company issued or unconditionally allotted to, or otherwise acquired by, me or any shares in the capital of the Company in respect of which I become the registered holder or beneficial owner, before then (“Further Company Shares”); or vote in favour of any resolution to approve an acquisition or any other transaction which is proposed by any person other than Bidco or which would otherwise hinder or impede the implementation of the Scheme; or accept, or give any undertaking in each case in my capacity as a shareholder (whether conditional or unconditional) to accept any offer, or approve any offer made or proposed to be implemented by way of a contractual offer, scheme of arrangement or otherwise in respect of securities in the Company by any person other than Bidco which might reasonably be expected to frustrate the Offer; or except as a result of any Options being exercised or vesting, until the earlier of (i) this Undertaking lapsing in accordance with paragraph 9, or (ii) the Scheme being approved by the court, acquire or otherwise deal or undertake any dealing in any relevant securities of the Company (or any interest therein) unless the Panel determines and confirms to you that in respect of such acquisition or dealing, I am not acting in concert with you pursuant to Note 9 to the definition of “Acting in concert” set out in the Code; or enter into any agreement or arrangement, incur any obligation or give any indication of intent (or permit such circumstances to occur): to do all or any of the acts referred to in paragraphs 3.1.1 to 3.1.4 (inclusive) above; or which, in relation to the Company Shares or any Further Company Shares, would or might reasonably be expected to restrict or impede me accepting the Offer or voting in favour of the Scheme (as applicable), and for the avoidance of doubt, references in this paragraph 3.1.5 to any agreement, arrangement or obligation shall include any such agreement, arrangement or obligation whether or not legally binding or subject to any condition, or which is to take effect upon or following the Scheme lapsing or being withdrawn, or upon or following this Undertaking ceasing to be binding, or upon or following any other event.

DEALINGS AND UNDERTAKINGS. I undertake 2.1 As of the date hereof, the undersigned has not accepted any offer to Bidco and directly or indirectly dispose of all or any of the Company that (other than in connection with the Scheme) before this Undertaking lapses in accordance with paragraph 9.1 below, I shall not (Shares and shall procure that not, at any time before the registered holder shall not): EGM (as defined below) is held, directly or indirectly sell, transfer, charge, encumber, create or grant any option or lien over or otherwise dispose of or deal in (or permit any such action to occur in respect of) any interest in any Company or all of Shares or any other shares interest in them. 2.2 Subject to Section 2.8, the undersigned shall exercise (and procure the exercise of) all voting rights attaching to Shares in such manner (a) as to approve and enable the approval of, and the compliance and performance by the Company issued of its obligations under, the PWM Voting Obligations; (b) as to oppose the taking of any action which might, in any material respect, interfere with, delay, adversely affect or unconditionally allotted tobe inconsistent with the PWM Voting Obligations; and (c) subject to and without prejudice to the obligations under the foregoing sub-sections (a) and (b) which shall not be conditional upon or impacted by any PWM Board Recommendation (as defined below) or lack thereof, as is otherwise consistent with the recommendations of the PWM Board with respect to the Consortium Agreement Matters (such recommendations of the PWM Board with respect to the Consortium Agreement Matters are collectively referred to as the “PWM Board Recommendations”); (in each case of sub-sections (a), (b) and (c) above, including any agreements or otherwise acquired by, me or any shares in documents setting out such arrangements to the capital extent the Company’s performance of its obligations thereunder is subject to and contingent upon the approval of the shareholders of the Company in respect accordance with the Hong Kong Listing Rules). 2.3 Subject to Section 2.8, the undersigned shall, at any extraordinary general meeting of the Company (including any adjournment, recess or postponement thereof, the “EGM”) and in any other circumstance upon which I become a vote, consent or other approval of all or some of the registered holder shareholders of the Company is sought, (a) appear at each such meeting or beneficial owner, before then (“Further Company Shares”); or vote in favour otherwise cause all of the Shares to be counted as present thereat so as to ensure the undersigned is duly counted for purposes of calculating a quorum and for purposes of recording the result of any resolution applicable vote or consent; (b) cast (and procure the casting of) all votes (whether by a show of hands or on a poll and whether in person or by proxy) in relation to approve an acquisition all Shares (i) in favor of the PWM Voting Obligations and the compliance and performance by the Company of its obligations thereunder, and (ii) subject to and without prejudice to the obligations under the foregoing sub-section (b)(i) which shall not be conditional upon or any other transaction which is proposed impacted by any person other than Bidco PWM Board Recommendation or which would lack thereof, otherwise hinder or impede in such manner consistent with the implementation of the Scheme; or accept, or give any undertaking PWM Board Recommendations (in each case of sub-sections (b)(i) and (b)(ii) above, including any agreements or documents setting out such arrangements to the extent the Company’s performance of its obligations thereunder is subject to and contingent upon the approval of the shareholders of the Company in my capacity as accordance with the Hong Kong Listing Rules); (c) sign all the resolutions required to give effect to the PWM Voting Obligations and, to the extent not inconsistent with the PWM Voting Obligations, the PWM Board Recommendations, and the compliance and performance by the Company of its obligations thereunder; and (d) use commercially reasonable efforts to take any other actions necessary to effect or procure the fulfilment of the PWM Voting Obligations and, to the extent not inconsistent with the PWM Voting Obligations, the PWM Board Recommendations, and the compliance and performance by the Company of its obligations thereunder. 2.4 The undersigned shall retain at all times the right to vote or consent with respect to all of the Shares in the undersigned’s sole discretion and without any other limitation, other than those limitations contained in this Section 2. 2.5 The undersigned has the requisite power, authority and capacity, and has taken all actions and has obtained all consents, approvals and authorizations from any authority or other third parties required to execute and deliver this letter and exercise the undersigned’s rights, to perform the undersigned’s obligations under this letter in accordance with its terms. 2.6 The undersigned’s obligations under this letter will constitute its valid, legal and binding obligations enforceable in accordance with its terms. 2.7 Neither the execution nor performance of this letter will result in or amount to, a shareholder violation or breach by the undersigned of any applicable laws or regulations (whether conditional either applicable to the undersigned or unconditional) to accept any offerthe Company), or approve constitute a breach by the undersigned of any offer made material contract, agreement, articles of association, undertaking or proposed commitment to be implemented by way which the undersigned is a party. 2.8 The undersigned’s performance of a contractual offer, scheme of arrangement its obligations under Sections 2.2 and 2.3 shall at all times remain subject to and contingent upon the undersigned not being ineligible to vote at the EGM or otherwise in approve the Consortium Agreement Matters and/or the PWM Voting Obligations (as the case may be) pursuant to Article 79A of the articles of association of the Company and the Hong Kong Listing Rules; provided that the undersigned’s performance of its obligations under Sections 2.2 and 2.3 with respect to the PWM Voting Obligations shall also remain subject to and contingent upon the condition that the cash consideration payable for each ordinary share of securities the Target, par value US$0.0001 per share, in the Company by Target Privatization as set forth in the fully executed Merger Agreement shall be not less than US$120. 3.1 The undersigned’s undertakings, representations, warranties, consents, waivers, agreements and obligations in this letter with respect to the Consortium Agreement Matters will lapse and cease to have effect (to the extent not already undertaken and without prejudice to any person other than Bidco which might reasonably be expected to frustrate the Offer; or except as a result of any Options being exercised or vesting, until liability for antecedent breach) immediately upon the earlier of (i) this Undertaking lapsing in accordance with paragraph 9, or (iia) the Scheme being date on which the Company is no longer obligated to perform its obligations with respect to the Consortium Agreement Matters, and (b) the date on which the Consortium Agreement Matters are approved by shareholders of the courtCompany pursuant to the articles of association of the Company and the Hong Kong Listing Rules. 3.2 The undersigned’s undertakings, acquire representations, warranties, consents, waivers, agreements and obligations in this letter with respect to the PWM Voting Obligations will lapse and cease to have effect (to the extent not already undertaken and without prejudice to any liability for antecedent breach) immediately upon the earliest of (a) the date on which the Company ceases to be a holder or otherwise deal beneficial owner of, and no longer controls the exercise of any rights attaching to or undertake conferred by, any dealing in any relevant ordinary shares of the Target, (b) the date on which the Company is no longer obligated to vote the ordinary shares and other equity securities of the Company (or any interest therein) unless Target held by it in favor of the Panel determines approval of the Merger Agreement and confirms to you that in respect of such acquisition or dealingthe transactions contemplated thereby, I am not acting in concert with you whether pursuant to Note 9 the Consortium Agreement (as may be amended and/or restated from time to time after the date hereof) or the PWM Voting Obligations, and (c) the date on which the PWM Voting Obligations is approved by shareholders of the Company pursuant to the definition articles of “Acting in concert” set out in the Code; or enter into any agreement or arrangement, incur any obligation or give any indication of intent (or permit such circumstances to occur): to do all or any association of the acts referred to in paragraphs 3.1.1 to 3.1.4 (inclusive) above; or which, in relation to Company and the Company Shares or any Further Company Shares, would or might reasonably be expected to restrict or impede me accepting the Offer or voting in favour of the Scheme (as applicable), and for the avoidance of doubt, references in this paragraph 3.1.5 to any agreement, arrangement or obligation shall include any such agreement, arrangement or obligation whether or not legally binding or subject to any condition, or which is to take effect upon or following the Scheme lapsing or being withdrawn, or upon or following this Undertaking ceasing to be binding, or upon or following any other eventHong Kong Listing Rules.

DEALINGS AND UNDERTAKINGS. ​ I irrevocably and unconditionally (subject to the condition set out in paragraph 2) undertake to Bidco Parent and the Company that (that, other than in connection with pursuant to the Scheme) Acquisition, I shall not (and, where applicable, shall procure that the registered holder and my Connected Persons that hold Shares shall not), before this Undertaking lapses in accordance with paragraph 9.1 9 below: 4.1 beginning on the date hereof until the earlier of (i) the occurrence of the votes at the Company Shareholder Meetings or (ii) 31 December 2024, I shall not (and shall procure that the registered holder shall not): sell, transfer, charge, encumber, create or grant any option option, equity, third party right or lien over or otherwise dispose of (or permit any such action actions to occur in respect of) any interest in any the Existing Company Shares Shares, or any other shares in the Company Shares issued or unconditionally allotted to, or otherwise acquired by, by me or my Connected Persons, or any shares in the capital of the further Company Shares in respect of which I or my Connected Persons become the registered holder or beneficial owner, before then then, or any other shares or interests in shares attributable to or deriving from such shares (“Further Company Shares”) (together with the Existing Company Shares, the “Shares”); or vote ​ 4.2 accept, in favour of any resolution to approve an acquisition or any other transaction which is proposed by any person other than Bidco or which would otherwise hinder or impede the implementation respect of the Scheme; or acceptShares, or give any undertaking in each case in my capacity as a shareholder (whether conditional or unconditional) to accept any offer, or approve any offer made or proposed (whether to be implemented by way of a contractual offer, scheme of arrangement or otherwise in respect of otherwise) for any securities in the Company Company, by any person other than Bidco Parent; or ​ 4.3 make or solicit any person other than Parent to make any offer to acquire the whole or any part of the issued share capital of the Company; or ​ 4.4 take any action that the Company or its Representatives would be restricted from taking pursuant to Sections 6.02(a)(i) to (iv) of the Transaction Agreement, as if I were the Company mutatis mutandis; or ​ 4.5 take any action (including the exercise of voting rights or the rights to convene or requisition any general, class or other meeting of the Company shareholders) or make any statement which might may reasonably be expected to frustrate have the Offereffect of frustrating, disrupting or impeding the Scheme or otherwise causing the Scheme not to become effective at the earliest practicable time, or which is or may reasonably be expected to be prejudicial to the success of the Acquisition; or except as a result of any Options being exercised or vesting, until the earlier of (i) this Undertaking lapsing in accordance with paragraph 9, or (ii) the Scheme being approved by the court, acquire or otherwise deal or undertake any dealing in any relevant securities of the Company (or any interest therein) unless the Panel determines and confirms to you that in respect of such acquisition or dealing, I am not acting in concert with you pursuant to Note 9 to the definition of “Acting in concert” set out in the Code; or ​ 4.6 enter into any agreement or arrangement, incur any obligation or give any indication of intent (or permit such circumstances to occur): ​ 4.6.1 to do all or any of the acts referred to in paragraphs 3.1.1 4.1 to 3.1.4 (inclusive) 4.5 above; or which, ​ TABLE OF CONTENTS 4.6.2 in relation to to, or operating by reference to, the Company Shares or any Further Company Shares, which would or might reasonably be expected to restrict or impede me accepting the Offer or voting in favour of giving effect to the Scheme (as applicable)by any person, and or my ability to comply with this Undertaking, ​ and, for the avoidance of doubt, references in this paragraph 3.1.5 4.6 to any agreement, arrangement or obligation shall include any such agreement, arrangement or obligation obligation, whether or not legally binding or subject to any condition, or which is to take effect upon or following the Scheme lapsing or being withdrawn, or upon or following this Undertaking ceasing to be binding, or upon or following any other event. 4.7 The obligations in this paragraph 4 (if and to the extent applicable) shall not restrict me from selling or disposing of such number of Shares (or interest in such Shares) to the extent required as part of my bona fide tax planning, and provided always that prior to any such sale or disposal the intended transferee or beneficiary enters into an undertaking in favour of Parent on terms no less favourable to Parent than those set out herein. ​

DEALINGS AND UNDERTAKINGS. I ​ We hereby irrevocably and unconditionally (subject to the conditions set out in paragraph 2) undertake to Bidco Parent and the Company that (that, other than in connection with pursuant to the SchemeAcquisition, we shall not (and, where applicable, shall procure that the registered holder shall not) before this Undertaking lapses in accordance with paragraph 9.1 9 below: 4.1 beginning on the date hereof until the earlier of (i) the occurrence of the votes at the Company Shareholder Meetings or (ii) 31 December 2024, I shall not (and shall procure that the registered holder shall not): sell, transfer, charge, encumber, create or grant any option option, equity, third party right or lien over or otherwise dispose of (or permit any such action actions to occur in respect of) any interest in any the Existing Company Shares Shares, or any other shares in the Company Shares issued or unconditionally allotted to, or otherwise acquired byby us, me or any shares in the capital of the further Company Shares in respect of which I we become the registered holder or beneficial owner, before then then, or any other shares or interests in shares attributable to or deriving from such shares (“Further Company Shares”) (together with the Existing Company Shares, the “Shares”); or vote ​ 4.2 accept, in favour of any resolution to approve an acquisition or any other transaction which is proposed by any person other than Bidco or which would otherwise hinder or impede the implementation respect of the Scheme; or acceptShares, or give any undertaking in each case in my capacity as a shareholder (whether conditional or unconditional) to accept any offer, or approve any offer made or proposed (whether to be implemented by way of a contractual offer, scheme of arrangement or otherwise in respect of otherwise) for any securities in the Company Company, by any person other than Bidco Parent; or ​ 4.3 make or solicit any person other than Parent to make any offer to acquire the whole or any part of the issued share capital of the Company; or ​ 4.4 take any action that the Company or its Representatives would be restricted from taking pursuant to Sections 6.02(a)(i) to (iv) of the Transaction Agreement, as if we were the Company mutatis mutandis; or ​ 4.5 take any action (including the exercise of voting rights or the rights to convene or requisition any general, class or other meeting of the Company shareholders) or make any statement which might may reasonably be expected to frustrate have the Offereffect of frustrating, disrupting or impeding the Scheme or otherwise causing the Scheme not to become effective at the earliest practicable time, or which is or may reasonably be expected to be prejudicial to the success of the Acquisition; or except as a result of any Options being exercised or vesting, until the earlier of (i) this Undertaking lapsing in accordance with paragraph 9, or (ii) the Scheme being approved by the court, acquire or otherwise deal or undertake any dealing in any relevant securities of the Company (or any interest therein) unless the Panel determines and confirms to you that in respect of such acquisition or dealing, I am not acting in concert with you pursuant to Note 9 to the definition of “Acting in concert” set out in the Code; or ​ 4.6 enter into any agreement or arrangement, incur any obligation or give any indication of intent (or permit such circumstances to occur): ​ 4.6.1 to do all or any of the acts referred to in paragraphs 3.1.1 4.1 to 3.1.4 (inclusive) 4.5 above; or which, ​ TABLE OF CONTENTS 4.6.2 in relation to to, or operating by reference to, the Company Shares or any Further Company Shares, which would or might reasonably be expected to restrict or impede me accepting the Offer or voting in favour of giving effect to the Scheme (as applicable)by any person, and or our ability to comply with this Undertaking, ​ and, for the avoidance of doubt, references in this paragraph 3.1.5 4.6 to any agreement, arrangement or obligation shall include any such agreement, arrangement or obligation obligation, whether or not legally binding or subject to any condition, or which is to take effect upon or following the Scheme lapsing or being withdrawn, or upon or following this Undertaking ceasing to be binding, or upon or following any other event.

DEALINGS AND UNDERTAKINGS. I irrevocably undertake to Bidco Connells and the Company Countrywide that (other than in connection with the SchemeScheme or Acquisition) before this Undertaking lapses in accordance with paragraph 9.1 below, I shall not (and and, if relevant, shall procure that the registered holder shall not): : 4.1 sell, transfer, charge, encumber, create or grant any option or lien over or otherwise dispose of (or permit any such action to occur in respect of) any interest in any Company of the Existing Countrywide Shares or any other shares in the Company Countrywide issued or unconditionally allotted to, or otherwise acquired by, me or any shares in the capital of the Company Countrywide in respect of which I become the registered holder or beneficial owner, before then (“"Further Company Countrywide Shares”") (together with the Existing Countrywide Shares, the "Shares"); ul 4.2 give any undertaking (whether conditional or unconditional) to exercise any voting rights attaching to the Shares to vote in favour favour, or to exercise any voting rights attaching to the Shares to vote in favour, of any resolution to approve an acquisition scheme of arrangement or any other transaction which is proposed in competition with the Scheme by any person other than Bidco Connells or which would wo d otherwise hinder or impede the implementation of the Scheme; or ; 4.3 accept, vote in favour of, or give any undertaking in each case in my capacity as a shareholder (whether conditional or unconditional) to accept or vote in favour of, or otherwise agree to, any offeroffer in respect of the Shares, or approve any offer made or proposed to be implemented (whether by way of a contractual offer, scheme of arrangement or otherwise otherwise) in respect of securities in the Company Countrywide by any person other than Bidco which might reasonably be expected to frustrate the Offer; or except as a result of any Options being exercised or vesting, Connells; 4.4 until the earlier of (i) this Undertaking lapsing in accordance with paragraph 99.1, or (ii) the Scheme being approved by the court, acquire or otherwise deal or undertake any dealing in any relevant securities of the Company Countrywide (or any interest therein) unless (including as a result of the Panel determines and confirms to you that exercise of the options/awards over Countrywide Shares as are specified in respect column 2 of such acquisition or dealing, I am not acting in concert with you Schedule 1 of this Undertaking ("Options") other than the exercise of the Options pursuant to Note 9 to the definition Scheme or any proposals from Connells under Rule 15 of “Acting in concert” set out in the Takeover Code); or or 4.5 enter into any agreement or arrangement, arrangement or incur any obligation or give any indication of intent (or permit such circumstances to occur): ): 4.5.1 to do all or any of the acts referred to in paragraphs 3.1.1 to 3.1.4 (inclusive) 4.1, 4.2, 4.3 and 4.4 above; or which, or 4.5.2 in relation to to, or operating by reference to, the Company Shares or any Further Company Shares, which in either case would or might reasonably be expected to restrict or impede me accepting the Offer or voting in favour of giving effect to the Scheme (as applicable)by any person or my ability to comply with this Undertaking, and for the avoidance of doubt, references in this paragraph 3.1.5 4.5 to any agreement, arrangement or obligation shall include any such agreement, arrangement or obligation whether or not legally binding or subject to any condition, or which is to take effect upon or following the Scheme becoming effective, lapsing or being withdrawn, or upon or following this Undertaking ceasing to be binding, or upon or following any other event.

DEALINGS AND UNDERTAKINGS. I ‌ 2.1 We irrevocably undertake to Bidco you and the Company Tungsten that (other than in connection with the SchemeOffer) before this Undertaking lapses until the Offer becomes effective or the Obligations lapse in accordance with paragraph 9.1 belowthe terms of this Undertaking, I shall not (and shall procure that the registered holder we shall not): , directly or indirectly: (a) sell, transfer, chargeassign, encumbertender in any tender or exchange offer, create dispose of, charge , pledge or otherwise encumber or grant any option or lien award or other right over or otherwise dispose deal with any of the Tungsten Shares (the “Subject Shares”) or permit any such action to occur in respect of) any interest in any Company Shares of them (whether conditionally or any other shares in the Company issued or unconditionally allotted to, or otherwise acquired by, me or any shares in the capital of the Company in respect of which I become the registered holder or beneficial owner, before then unconditionally);‌ (“Further Company Shares”); or b) vote in favour of any resolution to approve an acquisition of any shares in Tungsten by any person other than Pagero (and/or its nominee), or any other transaction which is proposed by any person other than Bidco Pagero (and/or its nominee) which relates to the shares of Tungsten or which would could otherwise hinder or impede the implementation of the Scheme; Acquisition or accept, the Offer; (c) deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Undertaking; (d) accept or give any undertaking (in each case in my our capacity as a shareholder (whether conditional or unconditional)) to accept any offer, or approve any offer made or proposed to be implemented by way of a contractual offer, scheme of arrangement or otherwise made in respect of securities any shares in the Company Tungsten by any person other than Bidco which might reasonably be expected to frustrate the OfferPagero (and/or its nominee); or except as a result of any Options being exercised or vesting, until the earlier of or (ie) this Undertaking lapsing in accordance with paragraph 9, or (ii) the Scheme being approved by the court, acquire or otherwise deal or undertake any dealing in any relevant securities of the Company (or any interest therein) unless the Panel determines and confirms to you that in respect of such acquisition or dealing, I am not acting in concert with you other than pursuant to Note 9 to the definition of “Acting in concert” set out in the Code; or this Undertaking, enter into any agreement or arrangementarrangement (whether or not legally binding) with any person, incur any obligation whether conditionally or unconditionally, or give any indication of intent (, in each case whether in writing or permit such circumstances to occur): to do all otherwise and whether formal or any of the acts referred to in paragraphs 3.1.1 to 3.1.4 (inclusive) above; or whichinformal, in relation to the Company Shares or any Further Company Subject Shares, which would or might reasonably be expected to restrict restrict, hinder, frustrate or impede me accepting our ability to comply with this Undertaking. 2.2 Notwithstanding anything in this Undertaking to the Offer or voting contrary: (i) we are not a party to this Undertaking in favour any capacity other than in our capacity as the legal and/or beneficial owner of the Scheme Subject Shares. 2.3 We undertake to cause the registered holder of any Subject Shares in respect of which we hold beneficial but not legal title (as applicable“Beneficial Shares”), and for if any, to comply with the avoidance of doubt, references undertakings in this paragraph 3.1.5 to any agreement, arrangement or obligation shall include any clause in respect of such agreement, arrangement or obligation whether or not legally binding or subject to any condition, or which is to take effect upon or following the Scheme lapsing or being withdrawn, or upon or following this Undertaking ceasing to be binding, or upon or following any other event.Beneficial Shares.‌