Common use of FEES, COMMISSIONS AND EXPENSES Clause in Contracts

FEES, COMMISSIONS AND EXPENSES. 11.1 In consideration of the Bookrunner's services in connection with the Bookbuild and the Placing, the Company shall pay to the Bookrunner: (a) subject to First Admission, a corporate advisory fee equal to £100,000; and (b) an amount equal to 6% of the aggregate value of the Placing Shares at the Placing Price, payable upon (i) First Admission in respect of the First Tranche Placing Shares and (ii) Second Admission in respect of the Second Tranche Placing Shares (if any). 11.2 In addition to the corporate advisory fee and commission referred to in Clause 11.1, the Company shall pay all other costs, charges and expenses of and incidental to the First Admission, Second Admission, the Placing and the issue of any Placing Shares including, without limitation, all printing, advertising and distribution costs, London Stock Exchange fees, the fees of the Registrars, all accountancy, legal or other professional fees and expenses (including the legal fees and expenses of the Bookrunner, subject to a cap in respect of the Bookrunner’s legal fees of £90,000 plus VAT and disbursements) and all stamp duty and stamp duty reserve tax (if any) payable by the Placees subscribing for Placing Shares pursuant to the Placing Documents (together in all cases with any VAT thereon) and the Company shall reimburse the Bookrunner accordingly. 11.3 All fees, commissions, costs and expenses payable to the Bookrunner pursuant to Clause 11.1 or Clause 11.2 (including any VAT payable pursuant to Clause 11.4) may be satisfied by way of set-off of such fees, commissions, costs and expenses against the proceeds payable to the Company under this Clause 11. Set-off of these amounts under this Clause 11.3 will constitute the absolute discharge of the Company's obligations to pay those amounts, but only to the extent of the amounts deducted and no further. To the extent that payment is not set off in accordance with this Clause 11.3, the Company shall pay to the Bookrunner such fees, commissions, costs and expenses payable within five Business Days of being notified in writing by the Bookrunner in respect of the relevant amounts. Payment of such amounts (if any) to the Bookrunner will constitute the absolute discharge of the Company's obligations to pay those amounts. 11.4 Where in pursuance of Clause 11, a sum (the "relevant sum") is to be paid or reimbursed by the Company to the Bookrunner in respect of any amount and that amount includes an amount in respect of VAT (the "VAT element"), the Company shall pay an amount to the Bookrunner by reference to the VAT element calculated as follows: (a) if the relevant sum constitutes for VAT purposes a reimbursement to the Bookrunner of any amount incurred by the Bookrunner for the supply of goods or services (other than falling within Clause 11.4(b), a sum equal to the proportion of the VAT element which the Bookrunner certifies represents irrecoverable input tax in the hands of the Bookrunner, that certificate to be conclusive in the absence of manifest error; or (b) if the relevant sum constitutes for VAT purposes a disbursement and is a reimbursement of an amount incurred by the Bookrunner as agent for the Company, a sum equal to the whole of the VAT element. 11.5 Unless otherwise stated, all payments made pursuant to this Agreement are exclusive of VAT. Where a payment or reimbursement by the Company to the Bookrunner in respect of any amount constitutes consideration for any supply of services by the Bookrunner to the Company, the Company shall, in addition to the amounts otherwise payable, pay to the Bookrunner the amount of any VAT charged by the Bookrunner in respect of such supply, that payment to be made, save as set out in Clause 11.3, within five Business Days of the later of the Bookrunner requesting the same and receipt by the Company of an appropriate tax invoice from the Bookrunner.

FEES, COMMISSIONS AND EXPENSES. 11.1 9.1 In consideration of the BookrunnerXxxxxxx's services in connection with the Bookbuild and the Placingunder this Agreement, the Company shall pay to the Bookrunner:Allenby (together with VAT (if any) payable thereon): (a) subject to First Admission, 9.1.1 a corporate advisory finance fee equal to of £100,000; and40,000; (b) an amount equal to 6% 9.1.2 a commission of 5 per cent. of the gross aggregate value of the Placing Shares at issued to investors, other than those investors introduced by the Company itself; and 9.1.3 a settlement fee of 1 per cent. of the gross aggregate value of the New Ordinary Shares introduced by the Company itself and settled by Xxxxxxx as part of the Placing Price, payable upon (i) First Admission in respect and the Subscription. 9.2 In the event that any of the First Tranche Placing Shares Conditions is not satisfied or Xxxxxxx chooses to exercise its rights under Clause 14.1 then the only fees and (ii) Second Admission costs payable by the Company shall be as specified in respect of the Second Tranche Placing Shares (if any)Clause 2.6.3. 11.2 9.3 In addition to the corporate advisory fee and commission referred to in Clause 11.19.1, the Company shall pay or reimburse all other costs, charges and expenses of and or incidental to this Agreement, the First AdmissionPlacing, Second the Subscription securing Admission, the Placing and the issue of any Placing the New Ordinary Shares including, including (without limitation, all printing, advertising and distribution costs, ) the fees payable to the London Stock Exchange feesor in respect of CREST, the fees of the RegistrarsCompany's professional advisers, all accountancy, legal or other professional fees and expenses (including the legal fees and expenses of the Bookrunner, subject to a cap in respect of the Bookrunner’s legal fees of Xxxxxxx's Solicitors (which fees shall not exceed £90,000 10,000 plus VAT and disbursements) )), the costs of printing and distribution of the Placing Documents, all advertising and postage costs, the Registrar's fees, all properly incurred out of pocket expenses and disbursements of Allenby and any stamp duty and stamp duty reserve tax (if any) payable by applicable). Xxxxxxx will not incur any individual disbursement or cost in excess of £1,000 without the Placees subscribing for Placing Shares pursuant prior written consent of the Company. 9.4 The Company hereby irrevocably authorises Xxxxxxx to set-off and deduct an amount equal to the Placing Documents (together applicable Xxxxxxx's fees and commissions as referred to in Clause 9.1 and all cases with any VAT thereon) and the Company shall reimburse the Bookrunner accordingly. 11.3 All fees, commissions, costs and expenses payable and VAT (if any) as referred to in Clause 9.3 from the Bookrunner pursuant payments to Clause 11.1 or Clause 11.2 (including any VAT payable pursuant to Clause 11.4) may be satisfied made by way of set-off of such fees, commissions, costs and expenses against the proceeds payable Xxxxxxx to the Company under this Clause 11. Set-off 8.1. 9.5 The Company shall forthwith upon request by Xxxxxxx reimburse Allenby the amount of these amounts under this any expenses for which the Company shall be responsible pursuant to Clause 11.3 will constitute the absolute discharge 9.3 but which Xxxxxxx may have paid or incurred on behalf of the Company's obligations to pay those amountsCompany in connection with the Placing and/or Subscription. 9.6 If, but only to the extent of the amounts deducted and no further. To the extent that payment is not set off in accordance with this Clause 11.3Clauses 9.2, 9.3 or 9.5, any sum is reimbursed to or paid to Allenby by the Company in respect of any such items specified in those Clauses, the Company shall in addition pay to Allenby: 9.6.1 where the Bookrunner such fees, commissions, costs and expenses payable within five Business Days payment (or any part of being notified in writing it) constitutes the consideration (or any part thereof) for any supply of services by the Bookrunner in respect of the relevant amounts. Payment of such amounts (if any) Allenby to the Bookrunner will constitute Company, such amount as equals any VAT properly chargeable thereon; 9.6.2 (except where the absolute discharge of the Company's obligations to pay those amounts. 11.4 Where in pursuance of payment falls within Clause 11, a sum (the "relevant sum"9.6.3) is to be paid or reimbursed by the Company to the Bookrunner in respect of such amount as equals any amount and that amount includes an amount in respect of VAT (the "VAT element"), the Company shall pay an amount charged to the Bookrunner or incurred by reference to the VAT element calculated Xxxxxxx as follows: (a) if the relevant sum constitutes for VAT purposes a reimbursement to the Bookrunner part of any amount incurred by the Bookrunner for the supply of goods cost, charge or services (other than falling within Clause 11.4(b), a sum equal expense which gives rise to the proportion of the VAT element which the Bookrunner certifies represents irrecoverable input tax or is reflected in the hands of the Bookrunner, that payment and which Xxxxxxx certifies is not recoverable by Xxxxxxx by repayment or credit (such certificate to be conclusive in the absence of manifest error); orand (b) if 9.6.3 where the relevant sum constitutes for VAT purposes a disbursement and payment is a reimbursement in respect of an amount costs or expenses incurred by the Bookrunner Xxxxxxx as agent for the Company, a sum equal to such amount as equals the whole of amount included in the VAT element. 11.5 Unless otherwise stated, all payments made pursuant to this Agreement are exclusive of VAT. Where a payment costs or reimbursement by the Company to the Bookrunner expenses in respect of any amount constitutes consideration for any supply of services by the Bookrunner to the Company, the Company shall, in addition to the amounts otherwise payable, pay to the Bookrunner the amount of any VAT charged by the Bookrunner in respect of such supply, that payment to be made, save as set out in Clause 11.3, within five Business Days of the later of the Bookrunner requesting the same and receipt by the Company of an appropriate tax invoice from the BookrunnerVAT.

FEES, COMMISSIONS AND EXPENSES. 11.1 8.1 In consideration of the Bookrunner's services to be provided by CS in connection with the Bookbuild Placing, and the Placingsubject to Admission occurring, the Company shall pay (together with VAT where applicable): 8.1.1 to the Bookrunner: (a) subject to First Admission, CS a corporate advisory finance fee equal of (pound)100,000 (which shall become due and owing once all of the Placing Proceeds (being (pound)4,499,999.70) shall have been received by CS in cleared funds); 8.1.2 to £100,000; and (b) an amount equal to 6CS a commission of 5.5% of the aggregate value of Placing Proceeds which have been received by CS in cleared funds; 8.1.3 the Placing Shares at expenses to be borne by the Placing Price, payable upon (i) First Admission in respect of the First Tranche Placing Shares and (ii) Second Admission in respect of the Second Tranche Placing Shares (if any)Company under clause 8.2. 11.2 In addition to the corporate advisory fee and commission referred to in Clause 11.18.2 Whether or not Admission occurs, the Company shall pay will bear all other costs, charges and expenses of and or incidental to the First AdmissionPlacing, Second Admission, the Placing and the issue of any Placing Shares including, without limitation, all printing, advertising and distribution costs, London Stock Exchange fees, the fees of the Registrars, all accountancy, legal or other its and CS's professional fees and expenses advisers (including the legal reasonable fees plus out of pocket expenses of Marriott Harrison, subject to a maximum in respect of such fees of (pound)00,000 and in respect of disbursements of (pound)600 inclusive in each case of VAT) (provided always that all fees and expenses of CS in excess of (pound)1,000 per item have been approved in advance by the BookrunnerCompany), subject the cost of printing (and CS shall use its reasonable endeavours to a cap in respect ensure that the printers of the Bookrunner’s legal fees of £90,000 plus VAT and disbursementsAIM Admission Document shall invoice the Company directly) and distribution of the Issue Documents, the Announcement and the AIM Admission Document and all stamp duty other documents connected with the Placing, brokers' fees, Registrars' fees, all reasonable out of pocket expenses and stamp duty reserve tax disbursements of CS and, where properly chargeable, VAT (if any) payable by the Placees subscribing for Placing Shares pursuant to provided always that CS shall not deduct any expenses from the Placing Documents (together in all cases with any VAT thereon) and the Company shall reimburse the Bookrunner accordingly. 11.3 All fees, commissions, costs and expenses payable to the Bookrunner pursuant to Clause 11.1 or Clause 11.2 (including any VAT payable pursuant to Clause 11.4) may be satisfied by way of set-off of such fees, commissions, costs and expenses against the proceeds payable Proceeds which it remits to the Company under this Clause 11other than the expenses stated on the schedule of expenses in the Agreed Form). Set-off The Company will forthwith upon demand by CS (as the case may be) reimburse to it the amount of these amounts under this Clause 11.3 will constitute the absolute discharge any such expenses which it has paid on behalf of the Company's obligations to pay those amounts, but only to the extent of the amounts deducted and no further. To the extent that payment is not set off . 8.3 Save where this agreement lapses in accordance with this Clause 11.3clauses 2.3 or 3.3, or is terminated pursuant to clause 11, the Company amounts payable under clause 8.1 shall pay to become payable at the Bookrunner such fees, commissions, costs times indicated in clause 8.1 and expenses payable within five Business Days may be withheld by CS from any payment under clause 7.1 against production of being notified in writing by the Bookrunner in respect of the relevant amounts. Payment of such amounts (if any) to the Bookrunner will constitute the absolute discharge of the Company's obligations to pay those amountsan invoice therefor. 11.4 8.4 Where in pursuance under any provision of Clause 11, this agreement a sum (the "relevant sum") is reimbursed to be paid or reimbursed by the Company to the Bookrunner in respect of any amount and that amount includes an amount in respect of VAT (the "VAT element"), the Company shall pay an amount to the Bookrunner by reference to the VAT element calculated as follows: (a) if the relevant sum constitutes for VAT purposes a reimbursement to the Bookrunner of any amount incurred by the Bookrunner for the supply of goods or services (other than falling within Clause 11.4(b), a sum equal to the proportion of the VAT element which the Bookrunner certifies represents irrecoverable input tax in the hands of the Bookrunner, that certificate to be conclusive in the absence of manifest error; or (b) if the relevant sum constitutes for VAT purposes a disbursement and is a reimbursement of an amount incurred by the Bookrunner as agent for the Company, a sum equal to the whole of the VAT element. 11.5 Unless otherwise stated, all payments made pursuant to this Agreement are exclusive of VAT. Where a payment or reimbursement by the Company to the Bookrunner in respect of any amount constitutes consideration for any supply of services by the Bookrunner to the Company, CS the Company shall, in addition to the amounts otherwise payableaddition, pay to CS, as appropriate, in respect of VAT: 8.4.1 to the Bookrunner the amount extent that any reimbursement is in respect of any supply of services to the Company, such amount as equals any VAT properly charged by the Bookrunner to CS in respect of such expenses and which it is unable to recover together with an amount representing any VAT properly chargeable on the consideration for the supply, ; and 8.4.1 any VAT properly chargeable on the consideration for the supply; and 8.4.2 to the extent that payment to be made, save any such reimbursement is in respect of a disbursement made by CS as set out in Clause 11.3, within five Business Days agent on behalf of the later of Company, such amount as equals any VAT properly paid on that disbursement by CS (provided that CS shall notify the Bookrunner requesting supplier that the same supply is being made to an overseas company, and receipt by shall seek to have the supplier invoice the Company of an appropriate tax invoice from the Bookrunnerdirectly).

FEES, COMMISSIONS AND EXPENSES. 11.1 13.1 In consideration of the Bookrunner's Broker’s services in connection with the Bookbuild and the Placing, the Company shall pay to the BookrunnerBroker: (a) subject to First Admission, a corporate advisory fee an amount equal to £100,0005 % of the gross value of equity subscribed into the Company by any new shareholders pursuant to the Placing, such new shareholders to be notified of to the Company; and (b) an amount equal to 61.5% of the aggregate gross value of the Placing Shares at the Placing Price, payable upon (i) First Admission in respect any equity subscribed into by existing shareholders of the First Tranche Placing Shares and Company, including any equity subscribed into the Company by the existing directors, subject to a minimum aggregate commission (iiincluding those payable pursuant to paragraph (a) Second Admission in respect of the Second Tranche Placing Shares (if any)£400,000. 11.2 13.2 In addition to the corporate advisory fee fees and commission referred to in Clause 11.113.1, the Company shall pay all other costs, charges and expenses of and incidental to the First Admission, Second Admission, the Placing and the issue of any Placing Shares including, without limitation, all printing, advertising and distribution costs, London Stock Exchange LSE fees, the fees of the Registrars, all accountancy, legal or other professional fees and expenses (including the legal fees and expenses of the Bookrunner, subject to a cap in respect of the Bookrunner’s legal fees of £90,000 plus VAT and disbursements) Broker and all stamp duty and stamp duty reserve tax (if any) payable by the Placees subscribing for Placing Shares pursuant to the Placing Documents (together in all cases with any VAT thereon) and the Company shall reimburse the Bookrunner Broker accordingly. 11.3 13.3 All fees, commissions, costs and expenses payable to the Bookrunner Broker pursuant to Clause 11.1 13.1 or Clause 11.2 13.2 (including any VAT payable pursuant to Clause 11.413.4) may be satisfied by way of set-off of such fees, commissions, costs and expenses against the proceeds payable to the Company under this Clause 118.2. Set-off of these amounts under this Clause 11.3 13.3 will constitute the absolute discharge of the Company's ’s obligations to pay those amounts, but only to the extent of the amounts deducted and no further. To the extent that payment is not set set-off in accordance with this Clause 11.313.3, the Company shall pay to the Bookrunner Broker such fees, commissions, costs and expenses payable within five Business Days of being notified in writing by the Bookrunner Broker in respect of the relevant amounts. Payment of such amounts (if any) to the Bookrunner Broker will constitute the absolute discharge of the Company's ’s obligations to pay those amounts. 11.4 13.4 Where in pursuance of Clause 1113, a sum (the "“relevant sum"”) is to be paid or reimbursed by the Company to the Bookrunner Broker in respect of any amount and that amount includes an amount in respect of VAT (the "“VAT element"”), the Company shall pay an amount to the Bookrunner Broker by reference to the VAT element calculated as follows: (a) if the relevant sum constitutes for VAT purposes a reimbursement to the Bookrunner Broker of any amount incurred by the Bookrunner Broker for the supply of goods or services (other than falling within Clause 11.4(b13.4(b)), a sum equal to the proportion of the VAT element which the Bookrunner Broker certifies represents irrecoverable input tax in the hands of the BookrunnerBroker, that certificate to be conclusive in the absence of manifest error; or (b) if the relevant sum constitutes for VAT purposes a disbursement and is a reimbursement of an amount incurred by the Bookrunner Broker as agent for the Company, a sum equal to the whole of the VAT element. 11.5 13.5 Unless otherwise stated, all payments made pursuant to this Agreement are exclusive of VAT. Where a payment or reimbursement by the Company to the Bookrunner Broker in respect of any amount constitutes consideration for any supply of services by the Bookrunner Broker to the Company, the Company shall, in addition to the amounts otherwise payable, pay to the Bookrunner Broker the amount of any VAT charged by the Bookrunner Broker in respect of such supply, that payment to be made, save as set out in Clause 11.313.3, within five Business Days of the later of the Bookrunner Broker requesting the same and receipt by the Company of an appropriate tax invoice from the BookrunnerBroker.

FEES, COMMISSIONS AND EXPENSES. 11.1 In consideration of the Bookrunner's Cenkos’ services in connection with the Bookbuild and the Placing, the Company shall pay to the BookrunnerCenkos: (a) subject to First Admission, a corporate advisory finance fee equal to of £100,00050,000; and (b) an amount equal to 6a commission of: (i) 5% on the aggregate value at the Placing Price of the Placing Shares subscribed for by Placees other than IP Group plc, Parkwalk Advisors, any Associate of IP Group plc or Parkwalk Advisors, Polar Capital LLP and Ora; and (ii) 1.5% of the aggregate value at the Placing Price of the Placing Shares at subscribed for by Polar Capital LLP and Ora, 2.1. For the Placing Priceavoidance of doubt, payable upon (i) First Admission no commission will be due in respect of the First Tranche placing of any Placing Shares and (ii) Second Admission subscribed for by the Directors in respect of the Second Tranche Placing Shares (if any)a personal capacity for their own benefit. 11.2 In addition to the corporate advisory fee fees and commission referred to in Clause 11.1, the Company shall pay all other reasonable costs, charges and expenses of and incidental to the First Admission, Second AdmissionApplication, the Placing and the issue of any the Placing Shares including, without limitation, all printing, advertising and distribution costs, London Stock Exchange fees, the fees of the Registrars, all accountancy, legal or other professional fees and expenses (including the legal fees and expenses of the Bookrunner, subject Cenkos not to a cap in respect of the Bookrunner’s legal fees of exceed £90,000 20,000 plus VAT and disbursementsVAT) and all stamp duty and stamp duty reserve tax (if any) payable by the Placees subscribing for Placing Shares pursuant to the Placing Documents (together in all cases with any VAT thereon) and the Company shall reimburse the Bookrunner Cenkos accordingly. 11.3 All fees, commissions, costs and expenses payable to by the Bookrunner pursuant to Clause 11.1 or Clause 11.2 (including any VAT payable pursuant to Clause 11.4) may Company shall be satisfied paid by way of set-off of such fees, commissions, costs and expenses against deduction by Cenkos from the proceeds amounts payable pursuant to the Company under this Clause 11. Set-off of these amounts under this Clause 11.3 will constitute the absolute discharge of the Company's obligations to pay those amounts, but only 5 (The Placing ) to the extent of that the amounts to be so deducted and no further. To are known at the extent that payment is not set off in accordance with this Clause 11.3time of payment, the Company shall pay to the Bookrunner such fees, commissions, costs and expenses payable or otherwise within five Business Days of being notified in writing after receipt by the Bookrunner in respect Company of the relevant amounts. Payment of such amounts (if any) to the Bookrunner will constitute the absolute discharge of the Company's obligations to pay those amountsinvoice. 11.4 Where in pursuance of Clause 11, 11.23 a sum (the "“relevant sum"”) is to be paid or reimbursed by the Company to the Bookrunner Cenkos in respect of any amount and that amount includes an amount in respect of VAT (the "“VAT element"”), the Company shall pay an amount to the Bookrunner Cenkos by reference to the VAT element calculated as follows: (a) if the relevant sum constitutes for VAT purposes a reimbursement to the Bookrunner Cenkos of any amount incurred by the Bookrunner Cenkos for the supply of goods or services (other than falling within Clause 11.4(b)), a sum equal to the proportion of the VAT element which the Bookrunner Cenkos certifies represents irrecoverable input tax in the hands of the BookrunnerCenkos, that certificate to be conclusive in the absence of manifest error; or (b) if the relevant sum constitutes for VAT purposes a disbursement and is a reimbursement of an amount incurred by the Bookrunner Cenkos as agent for the Company, a sum equal to the whole of the VAT element. 11.5 Unless otherwise stated, all payments made pursuant to this Agreement are exclusive of VAT. Where a payment or reimbursement by the Company to the Bookrunner Cenkos in respect of any amount constitutes consideration for any supply of services by the Bookrunner Cenkos to the Company, the Company shall, in addition to the amounts otherwise payable, pay to the Bookrunner Cenkos the amount of any VAT charged by the Bookrunner Cenkos in respect of such supply, that payment to be made, save as set out in Clause 11.3, within five Business Days of the later of the Bookrunner Cenkos requesting the same and receipt by the Company of an appropriate tax invoice from the BookrunnerCenkos.

FEES, COMMISSIONS AND EXPENSES. 11.1 In consideration of the Bookrunner's services in connection with the Bookbuild and the Placing, the The Company shall pay to the BookrunnerUnderwriters for their services in underwriting the issue of the New Shares and otherwise in connection with the Rights Issue: (a) subject to First Admissionclause 11.8, a corporate advisory fee equal of 0.75 per cent. per annum (calculated on a daily basis) of the aggregate committed amounts of the Equity Bridge Facility for the period from (and including) the date hereof until (and including) the earlier of the Posting Date and the date on which this agreement is terminated or ceases and determines pursuant to £100,000clause 2.3, such fee to be payable three monthly in arrears on the later of the end of each such period and five Dealing Days after receipt by the Company from the Underwriters of an invoice for such amount, provided that if Admission occurs, such fee is to be capped at an aggregate of 0.5 per cent. of the Gross Proceeds when converted into euros at the rate specified as the daily rate of foreign exchange transactions as between euros and pounds sterling on the Reuters screen WMR spot 16 rate (or if that Reuters screen rate is unavailable, such other rate as is agreed between the Company and Hoare Govett (acting for and on behalf of the Underwriters (both acting reasonably)) on the date of this agreement, and any excess over such cap, to the extent already paid, shall be netted off against commissions payable under clause 11.1(b) and (c); (b) a commission of 1.25 per cent. of the Gross Proceeds in respect of the period from (and including) the Posting Date to (but excluding) the date falling 30 days thereafter, such commission to be payable on the later of five Dealing Days after the Acceptance Date and five Dealing Days after receipt by the Company from the Underwriters of an invoice for such amount; and (c) a commission of 0.125 per cent. of the Gross Proceeds in respect of each period of seven days or part thereof from and (including) the date falling 30 days after the Posting Date to (and including) the fifth Dealing Day after the Acceptance Date, such commission to be payable at the same time as the commission set out in (b) an amount equal above. Such fees and commissions shall be paid to 6% the Underwriters at the time the Net Proceeds are paid to the Company whether or not they shall be called upon to subscribe or procure subscribers for any of the aggregate value of the Placing New Shares at the Placing Priceunder this agreement and, payable upon (i) First Admission in respect of the First Tranche Placing Shares fee described in clause 11.1(a), whether or not the obligations of the Underwriters under clauses 8, 9 and 10 of this agreement become unconditional or are terminated pursuant to clause 13. 11.2 The Underwriters shall be entitled to deduct some or all of such fees and commissions and any expenses referred to in clauses 11.1, 11.3 or 11.4 from any amount otherwise payable by the Underwriters to the Company under this agreement. The Underwriters shall provide a written confirmation to the Company in respect of any such deduction. 11.3 The Underwriters shall pay any sub-underwriting commissions out of the commissions detailed in clause 11.1, provided that if the obligations of the Underwriters under clauses 8, 9 and 10 are terminated pursuant to clause 13 after the Posting Date, the Underwriters shall be entitled to be reimbursed by the Company for any sub-underwriting commissions that are payable in respect of the period prior to the time of such termination provided that there shall be no obligation on the Company to reimburse sub-underwriting commissions (i) in excess of £10 million in aggregate and (ii) Second Admission in respect to the extent they have been paid to the Underwriters and/or affiliates of the Second Tranche Placing Shares (if any)Underwriters. 11.2 In addition to the corporate advisory fee and commission referred to in Clause 11.1, the 11.4 The Company shall pay bear all other costs, charges and expenses of and incidental to the First Admission, Second Admission, the Placing this agreement and the issue of any Placing Shares Rights Issue including, without limitation, all printing, advertising and distribution costsFSA fees, London Stock Exchange fees, registration fees, receiving bankers’ and registrars’ fees, depositaries’ fees, the fees costs of printing, advertising and circulating the RegistrarsIssue Documents, all accountancy, legal or other professional accounting fees and expenses (including expenses, the Company’s legal fees and expenses of expenses, the Bookrunner, subject to a cap in respect of the Bookrunner’s Banks’ legal fees of up to £90,000 290,000 plus VAT and disbursements, the Company’s and the Banks’ out-of-pocket expenses (those of the Banks being estimated to be £100,000 provided that if Hoare Govett (for and on behalf of the Banks) believes that such expenses will exceed such amount, Hoare Govett (for and on behalf of the Banks) shall notify the Company and provide a revised estimate)) and all any stamp duty and stamp duty reserve tax (if any) which is paid or payable by the Placees subscribing for Placing Underwriters or by any subscribers of New Shares procured by the Underwriters pursuant to or as a result of the Placing Documents arrangements contemplated by this agreement (together other than any stamp duty or stamp duty reserve tax that may arise under sections 67, 70, 93 and 96 of the Finance Act 1986). For the avoidance of doubt, this clause shall not extend to any stamp duty or stamp duty reserve tax payable in all cases with respect of transfers of, or agreements to transfer (i) New Shares subsequent to any VAT thereonsuch New Shares having been subscribed by persons procured by the Underwriters or (ii) Nil Paid Rights. 11.5 The Company shall within five Dealing Days of written request by the Underwriters reimburse the Underwriters the amount of any expenses (duly invoiced and receipted) for which the Company shall reimburse be responsible pursuant to clauses 11.3 and 11.4 but which the Bookrunner accordinglyUnderwriters may have paid or incurred on behalf of the Company in connection with the Rights Issue. 11.3 All fees, commissions, costs and expenses payable to the Bookrunner 11.6 Where pursuant to Clause 11.1 or Clause 11.2 (including any VAT payable pursuant to Clause 11.4) may be satisfied by way of set-off of such fees, commissions, costs and expenses against the proceeds payable to the Company under this Clause 11. Set-off of these amounts under this Clause 11.3 will constitute the absolute discharge of the Company's obligations to pay those amounts, but only to the extent of the amounts deducted and no further. To the extent that payment is not set off in accordance with this Clause clauses 11.3, the Company shall pay to the Bookrunner such fees, commissions, costs and expenses payable within five Business Days of being notified in writing by the Bookrunner in respect of the relevant amounts. Payment of such amounts (if any) to the Bookrunner will constitute the absolute discharge of the Company's obligations to pay those amounts. 11.4 Where in pursuance of Clause 11, or 11.5 or clause 15 a sum (the "relevant sum"a “Relevant Sum”) is to be paid or reimbursed by the Company to the Bookrunner any Underwriter in respect of any amount cost or expense paid or incurred by such Underwriter and that amount cost or expense includes an amount in respect of VAT value added tax (the "“VAT element"Element”), the Company shall pay an amount to the Bookrunner by reference to such Underwriter in respect of the VAT element calculated Element that shall be determined as follows: (a) if the relevant sum Relevant Sum constitutes for VAT purposes a reimbursement to of the Bookrunner of any amount incurred by the Bookrunner consideration for the supply of goods or services (other than falling within Clause 11.4(b)to such Underwriter, a sum equal to the proportion of the VAT element which the Bookrunner Element such Underwriter certifies represents as representing irrecoverable input tax in the hands of the Bookrunnerits hands, that certificate to be conclusive save in the absence case of manifest error; orand (b) if the relevant sum Relevant Sum constitutes for VAT purposes a disbursement and is a the reimbursement of an amount a cost or expense incurred by the Bookrunner such Underwriter as agent for the Company, a sum equal to the whole of the VAT element. 11.5 Unless otherwise statedElement, all payments made pursuant and where a sum equal to this Agreement are exclusive of VAT. Where a payment or reimbursement by the VAT Element has been reimbursed to the relevant Underwriter under clause 11.6(b), such Underwriter shall provide the Company to the Bookrunner with a proper tax invoice in respect of the supply to which the Relevant Sum relates, that is to say a tax invoice naming the Company as the recipient of the supply and issued either by such Underwriter or, if such Underwriter has treated the relevant cost or expense as a disbursement for value added tax purposes, by the person making the supply. 11.7 If the performance by any amount constitutes consideration Underwriter of any of its obligations under this agreement shall represent for value added tax purposes the making by such Underwriter of any supply of goods or services by the Bookrunner to the CompanyCompany that is taxable at a positive rate, the Company shallshall pay to such Underwriter, in addition to the amounts otherwise payablepayable by the Company to such Underwriter pursuant to this agreement (including, pay without limitation, amounts payable by the Company to such Underwriter pursuant to clause 11.6), an amount equal to the Bookrunner the amount of value added tax chargeable on any VAT charged by the Bookrunner in respect of such supply, that payment to be mademade within seven days of such Underwriter requesting the same and against production by it of a proper tax invoice. 11.8 The Company and the Underwriters acknowledge that the aggregate committed amounts of the Equity Bridge Facility (the “Committed Amounts”) may be reduced in accordance with the terms of the Equity Bridge Facility and the Company agrees to give the same length of notice of any such reduction to the Underwriters as is given to the lenders under the Equity Bridge Facility. The Company undertakes not to reduce the Committed Amounts until after the later of (i) completion of the Acquisition and (ii) repayment (as such term is defined in the Equity Bridge Facility) of any avales issued under the Equity Bridge Facility in connection with the Acquisition (provided that nothing in this clause 11.8 shall operate to prevent the Company complying with its obligations under the Equity Bridge Facility relating to mandatory prepayments or cancellations of the Equity Bridge Facility). The Company also agrees that, save if Committed Amounts are so reduced, they may not be subsequently increased without the consent in writing of the Underwriters. 11.9 If only one rights issue is undertaken by the Company (whether under this agreement or under an agreement in substantially the form set out in schedule 4) the Banks’ legal fees which shall be reimbursed by the Company shall be limited as set out in Clause 11.3, within five Business Days clause 11.4 above or clause 11.4 of that other agreement (as the later of the Bookrunner requesting the same and receipt case may be). If more than one rights issue is undertaken by the Company the Banks’ legal fees which shall be reimbursed by the Company (whether under this agreement or under an agreement in substantially the form set out in schedule 4 and in addition to the £290,000 as set out in the previous sentence) shall be limited to a maximum of an appropriate tax invoice from the Bookrunner£145,000 plus VAT and disbursements for each additional rights issue undertaken.

FEES, COMMISSIONS AND EXPENSES. 11.1 In consideration of the Bookrunner's Nomad’s services in connection with the Bookbuild and the Placing, the Company shall pay to the BookrunnerNomad: (a) subject to First Admission, 11.1.1 a corporate advisory finance fee of £100,000; 11.1.2 a commission of 4 per cent, of the aggregate amount equal to £100,000the Placing Price multiplied by the total number of Placing Shares; and (b) an 11.1.3 a further commission of 0.25 per cent, of the aggregate amount equal to 6% the Placing Price multiplied by the total number of Placing Shares in the event that the market capitalisation of the aggregate value of Group on Admission is £120 million or more, together with any VAT payable thereon, which commission and fee shall be paid by the Placing Shares at Company in cleared funds not later than 3.00 pm on the Placing Price, payable upon (i) First Admission in respect of date on which Nomad makes payment to the First Tranche Placing Shares and (ii) Second Admission in respect of the Second Tranche Placing Shares (if any)Company pursuant to clause 5.4. 11.2 In addition to the corporate advisory fee and commission commissions referred to in Clause clause 11.1, the Company shall pay all other reimburse Nomad (to the extent the same are properly incurred by Nomad) in respect of the reasonable costs, charges and expenses of and incidental to the First Admission, Second AdmissionApplication, the Placing and the issue of the Placing Shares, as follows: 11.2.1 up to the sum of £75,000 (plus any Placing Shares includingVAT payable thereon) in relation to the properly incurred legal fees of Nomad; and 11.2.2 up to the sum of £40,000 (less an amount equal to all printing costs if the same are not paid by Nomad) incurred in relation to all other reasonable costs, including without limitation, all printingprinting costs (if such are paid by Nomad), advertising and distribution costs, London Stock Exchange fees, the fees of the Registrars, all accountancy, legal accountancy or other professional fees and expenses (including except for the legal fees and expenses of the Bookrunner, subject to a cap in respect of the Bookrunner’s legal fees of £90,000 plus VAT and disbursementsNomad) and all stamp duty and stamp duty reserve tax (if any) payable by the Placees subscribing for Placing Shares pursuant to the Placing Documents (together in all cases with any VAT thereon) ), and the Company shall reimburse the Bookrunner Nomad accordingly. 11.3 Any commissions agreed by Nomad to be payable by it to Placees will be paid out of the commission referred to in clause 11.1.2. 11.4 All fees, commissions, costs and expenses payable to by the Bookrunner pursuant to Clause 11.1 or Clause 11.2 (including any VAT payable pursuant to Clause 11.4) may Company shall be satisfied paid by way of set-off of such fees, commissions, costs and expenses against the proceeds payable to the Company under this Clause 11. Set-off of these amounts under this Clause 11.3 will constitute the absolute discharge of the Company's obligations to pay those amounts, but only to the extent of deduction by Nomad from the amounts payable pursuant to clause 5 if the amounts to be so deducted and no further. To are known at the extent that payment is not set off in accordance with this Clause 11.3time of payment, the Company shall pay to the Bookrunner such fees, commissions, costs and expenses payable or otherwise within five Business Days of being notified in writing by the Bookrunner in respect after receipt of the relevant amounts. Payment of such amounts (if any) to the Bookrunner will constitute the absolute discharge of the Company's obligations to pay those amountsinvoice. 11.4 11.5 Where in pursuance of Clause 11, clause 11.2 a sum (the "“relevant sum"”) is to be paid or reimbursed by the Company to the Bookrunner Nomad in respect of any amount and that amount includes an amount in respect of VAT (the "“VAT element"”), the Company shall pay an amount to the Bookrunner Nomad by reference to the VAT element calculated as follows: (a) 11.5.1 if the relevant sum constitutes for VAT purposes a reimbursement to the Bookrunner Nomad of any amount incurred by the Bookrunner Nomad for the supply of goods or services (other otherwise than falling within Clause 11.4(bclause 11.5.2), a sum equal to the proportion of the VAT element which the Bookrunner Nomad certifies represents irrecoverable input tax in the hands of the BookrunnerNomad, that certificate to be conclusive in the absence of manifest error; or (b) 11.5.2 if the relevant sum constitutes for VAT purposes a disbursement and is a reimbursement of an amount incurred by the Bookrunner Nomad as agent for the Company, a sum equal to the whole of the VAT element. 11.5 Unless otherwise stated, all payments made pursuant to this Agreement are exclusive of VAT. Where a payment or reimbursement by the Company to the Bookrunner in respect of any amount constitutes consideration for any supply of services by the Bookrunner to the Company, the Company shall, in addition to the amounts otherwise payable, pay to the Bookrunner the amount of any VAT charged by the Bookrunner in respect of such supply, that payment to be made, save as set out in Clause 11.3, within five Business Days of the later of the Bookrunner requesting the same and receipt by the Company of an appropriate tax invoice from the Bookrunner.