Common use of NOW IT IS AGREED as follows Clause in Contracts

NOW IT IS AGREED as follows. Words and expressions in this Bond shall have the meanings ascribed to them under the Take Out Agreement unless the Take Out Agreement requires otherwise. The Surety hereby unconditionally and irrevocably undertakes that upon receipt of the Beneficiary’s first written demand, forwarded through the Beneficiary’s bankers for authentication of signatures thereon, and accompanied by the Beneficiary’s signed statement that: the Developer has failed to fulfil the terms provisions conditions and stipulations pursuant to Clause 9 of the Take Out Agreement; and the Developer has been given 14 days’ notice in writing of its liability for the amount demanded hereunder by the Beneficiary and the Developer has not discharged its liability; the Surety shall immediately pay to the Beneficiary any amount or amounts which the Beneficiary would otherwise have been entitled to retain at the time of the written demand in respect of the Phase up to the maximum liability stated or determined in accordance with clause 3 of this Bond. The maximum liability of the Surety to the Beneficiary under this Bond in respect of the Phase shall be [1.5 per cent of the Purchase Price due to the Developer in accordance with the Take Out Agreement] or [£[ ] pounds sterling]. Any demand to be served by the Beneficiary hereunder shall be made in writing and notified simultaneously to the Developer and the Surety. Such demand shall, for the purposes of this Bond, but not further or otherwise, be conclusive evidence (and admissible as such) that the amount demanded is properly due and payable to the Beneficiary by the Developer and the Surety hereby agrees that it will fulfil its obligations under this Bond without proof or conditions save as expressly provided in this Bond. This Bond shall expire upon the date of issue of the Certificate of Defects Completion in respect of the Phase in accordance with the Take Out Agreement (whether returned to the Surety or not) when this Bond shall become null and void except in respect of any demand under clause 2 of this Bond received by the Surety on or before that date. Any claims or statements received after expiry shall be ineffective. The Surety’s liability under this Bond shall remain in full force and effect and shall not be affected or discharged by any act, omission, matter or thing (including without limitation the liquidation or dissolution of the Developer) which but for this provision might operate to release or otherwise exonerate the Surety hereunder in whole or in part, including without limitation and whether or not known to the Surety or the Beneficiary: any variation or amendment to the Take Out Agreement or in the extent or nature of or method of carrying out of the works in respect of the Development, or the obligations to be performed under the Take Out Agreement so that references to the Take Out Agreement in this Bond shall include each such variation or amendment; any time, waiver or indulgence granted to the Developer or any other person; any legal limitation, disability or incapacity relating to the Developer or any other person; and any other security or guarantee now or hereafter held by the Beneficiary for all or any part of the obligations of the Developer under the Take Out Agreement, and/or the release or waiver of any such security or guarantee. The rights and remedies provided in this Bond are cumulative and not exclusive of any rights or remedies provided by law. If the Take Out Agreement is to be assigned or otherwise transferred with the benefit of this Bond, the Beneficiary shall be entitled to assign or transfer this Bond only with the prior written consent of the Surety, such consent not to be unreasonably withheld or delayed. This Bond (and any dispute, controversy, proceedings or claim or whatever nature arising out of or in connection with this Bond or its formation) shall be governed and construed in accordance with Scots law and the Scottish courts shall have jurisdiction over any dispute or difference arising out of or in connection with this bond.

NOW IT IS AGREED as follows. Words 1. In this Joinder, unless the context otherwise requires, words and expressions respectively defined or construed in this Bond the Registration Rights Agreement shall have the same meanings ascribed when used or referred to them under the Take Out Agreement unless the Take Out Agreement requires otherwiseherein. 2. The Surety New Party hereby unconditionally accedes to and irrevocably undertakes that upon receipt ratifies the Registration Rights Agreement and covenants and agrees with the Current Parties and the Company to be bound by the terms of the Beneficiary’s first written demandRegistration Rights Agreement as an “Investor” and to duly and punctually perform and discharge all liabilities and obligations whatsoever from time to time to be performed or discharged by it under or by virtue of the Registration Rights Agreement in all respects as if named as a party therein. 3. The Company covenants and agrees that the New Party shall be entitled to all the benefits of the terms and conditions of the Registration Rights Agreement to the intent and effect that the New Party shall be deemed, forwarded through with effect from the Beneficiary’s bankers date on which the New Party executes this Joinder, to be a party to the Registration Rights Agreement as an “Investor.” 4. This Joinder shall hereafter be read and construed in conjunction and as one document with the Registration Rights Agreement and references in the Registration Rights Agreement to “the Agreement” or “this Agreement,” and references in all other instruments and documents executed thereunder or pursuant thereto to the Registration Rights Agreement, shall for authentication all purposes refer to the Registration Rights Agreement incorporating and as supplemented by this Joinder. 5. THIS JOINDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. 6. Any action or proceeding against any party hereto relating in any way to this Joinder or the transactions contemplated hereby may be brought and enforced in any United States federal court or New York State Court US-DOCS\70473355 located in the Borough of signatures thereonManhattan in The City of New York, and accompanied by the Beneficiary’s signed statement that: the Developer has failed to fulfil the terms provisions conditions each party, on behalf of itself and stipulations pursuant to Clause 9 of the Take Out Agreement; its respective successors and the Developer has been given 14 days’ notice in writing of its liability for the amount demanded hereunder by the Beneficiary and the Developer has not discharged its liability; the Surety shall immediately pay assigns, irrevocably consents to the Beneficiary any amount or amounts which the Beneficiary would otherwise have been entitled to retain at the time jurisdiction of the written demand in respect of the Phase up to the maximum liability stated or determined in accordance with clause 3 of this Bond. The maximum liability of the Surety to the Beneficiary under this Bond in respect of the Phase shall be [1.5 per cent of the Purchase Price due to the Developer in accordance with the Take Out Agreement] or [£[ ] pounds sterling]. Any demand to be served by the Beneficiary hereunder shall be made in writing and notified simultaneously to the Developer and the Surety. Such demand shall, for the purposes of this Bond, but not further or otherwise, be conclusive evidence (and admissible as such) that the amount demanded is properly due and payable to the Beneficiary by the Developer and the Surety hereby agrees that it will fulfil its obligations under this Bond without proof or conditions save as expressly provided in this Bond. This Bond shall expire upon the date of issue of the Certificate of Defects Completion in respect of the Phase in accordance with the Take Out Agreement (whether returned to the Surety or not) when this Bond shall become null and void except each such court in respect of any demand under clause 2 such action or proceeding. Each party, on behalf of this Bond received itself and its respective successors and assigns, irrevocably consents to the service of process in any such action or proceeding by the Surety on mailing of copies thereof by registered or before that date. Any claims certified mail, postage prepaid, return receipt requested, to such person or statements received after expiry entity at the address for such person or entity set forth in Section 3.7 of the Registration Rights Agreement or such other address such person or entity shall be ineffectivenotify the other in writing. The Surety’s liability under this Bond shall remain in full force and effect and foregoing shall not limit the right of any person or entity to serve process in any other manner permitted by law or to bring any action or proceeding, or to obtain execution of any judgment, in any other jurisdiction. 7. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising under or relating to this Joinder or the transactions contemplated hereby in any court located in the Borough of Manhattan in The City of New York. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives any claim that a court located in the State of New York is not a convenient forum for any such action or proceeding. 8. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives, to the fullest extent permitted by applicable United States federal and state law, all immunity from jurisdiction, service of process, attachment (both before and after judgment) and execution to which he might otherwise be affected entitled in any action or discharged by proceeding relating in any act, omission, matter way to this Joinder or thing (including without limitation the liquidation or dissolution transactions contemplated hereby in the courts of the Developer) which but for this provision might operate to release or otherwise exonerate the Surety hereunder in whole or in partState of New York, including without limitation and whether or not known to the Surety or the Beneficiary: any variation or amendment to the Take Out Agreement or in the extent or nature of or method of carrying out of the works United States or of any other country or jurisdiction, and hereby waives any right he might otherwise have to raise or claim or cause to be pleaded any such immunity at or in respect of any such action or proceeding. 9. The address of the Development, or the obligations to be performed undersigned for purposes of all notices under the Take Out Registration Rights Agreement so that references to the Take Out Agreement in this Bond shall include each such variation or amendment; any time, waiver or indulgence granted to the Developer or any other person; any legal limitation, disability or incapacity relating to the Developer or any other person; and any other security or guarantee now or hereafter held by the Beneficiary for all or any part of the obligations of the Developer under the Take Out Agreement, and/or the release or waiver of any such security or guarantee. The rights and remedies provided in this Bond are cumulative and not exclusive of any rights or remedies provided by law. If the Take Out Agreement is to be assigned or otherwise transferred with the benefit of this Bond, the Beneficiary shall be entitled to assign or transfer this Bond only with the prior written consent of the Surety, such consent not to be unreasonably withheld or delayed. This Bond (and any dispute, controversy, proceedings or claim or whatever nature arising out of or in connection with this Bond or its formation) shall be governed and construed in accordance with Scots law and the Scottish courts shall have jurisdiction over any dispute or difference arising out of or in connection with this bond.is: [NEW PARTY] By: Name: Title:

NOW IT IS AGREED as follows. Words and expressions in this Bond shall have If the meanings ascribed to them under Contractor (unless relieved from the Take Out Agreement unless the Take Out Agreement requires otherwise. The Surety hereby unconditionally and irrevocably undertakes that upon receipt performance by any clause of the Beneficiary’s first written demand, forwarded through the Beneficiary’s bankers for authentication of signatures thereon, and accompanied Contract or by statute or by the Beneficiary’s signed statement that: decision of a tribunal of competent jurisdiction) in any respect fails to execute the Developer has failed to fulfil Contract or commits any breach of its obligations under it, the terms provisions conditions Guarantor will pay the Company all reasonably foreseeable losses, damages, costs and stipulations pursuant to Clause 9 expenses that may be incurred by the Company by reason of any default on the part of the Take Out Agreement; Contractor in performing and observing the Developer has been given 14 days’ notice agreements and provisions on its part contained in writing of its liability for the amount demanded hereunder by Contract provided always that the Beneficiary and the Developer has not discharged its liability; the Surety shall immediately pay to the Beneficiary any amount or amounts which the Beneficiary would otherwise have been entitled to retain at the time of the written demand in respect of the Phase up to the maximum liability stated or determined in accordance with clause 3 of this Bond. The maximum liability of the Surety to the Beneficiary under this Bond in respect of the Phase shall be [1.5 per cent of the Purchase Price due to the Developer in accordance with the Take Out Agreement] or [£[ ] pounds sterling]. Any demand to be served by the Beneficiary Guarantor hereunder shall be made in writing and notified simultaneously to no greater than the Developer and the Surety. Such demand shall, for the purposes of this Bond, but not further or otherwise, be conclusive evidence (and admissible as such) that the amount demanded is properly due and payable to the Beneficiary by the Developer and the Surety hereby agrees that it will fulfil its obligations under this Bond without proof or conditions save as expressly provided in this Bond. This Bond shall expire upon the date of issue liability of the Certificate of Defects Completion in respect of Contractor under the Phase in accordance with the Take Out Agreement (whether returned to the Surety or not) when this Bond shall become null and void except in respect of any demand under clause 2 of this Bond received by the Surety on or before that date. Any claims or statements received after expiry shall be ineffectiveContract. The Surety’s liability under this Bond shall remain in full force and effect and Guarantor shall not be affected discharged or discharged released from this Agreement by any act, omission, matter or thing (including arrangement made between the Contractor and the Company without limitation the liquidation or dissolution consent of the Developer) which but for this provision might operate to release Guarantor or otherwise exonerate the Surety hereunder in whole or in part, including without limitation and whether or not known to the Surety or the Beneficiary: any variation or amendment to the Take Out Agreement or by an alteration in the extent obligations undertaken by the Contractor or nature of or method of carrying out of the works in respect of the Development, or the obligations to be performed under the Take Out Agreement so that references to the Take Out Agreement in this Bond shall include each such variation or amendment; by any time, waiver forbearance or indulgence granted whether as to the Developer payment time performance or any other person; any legal limitation, disability or incapacity relating to the Developer or any other person; and any other security or guarantee now or hereafter held by the Beneficiary for all or any part of the obligations of the Developer under the Take Out Agreement, and/or the release or waiver of any such security or guarantee. The rights and remedies provided in this Bond are cumulative and not exclusive of any rights or remedies provided by lawotherwise. If the Take Out Agreement Contract is to be assigned or otherwise transferred with novated the benefit of this Bond, the Beneficiary Company shall be entitled to assign or transfer novate this Bond only with Agreement and the benefit thereof to an assignee or novatee, but subject thereto, this Agreement and the benefit thereof shall not be assigned without the prior written consent of the SuretyGuarantor. The Guarantor hereby agrees that termination of the employment of the Contractor by the Company for an event set out in clause 15.2.7 of the Contract shall, such consent not without prejudice to the generality of clause 11 above, be deemed for the purpose of clause 11 to be unreasonably withheld or delayeda breach of the obligations of the Contractor. This Bond (and any dispute, controversy, proceedings or claim or whatever nature arising out of or in connection with this Bond or its formation) shall be governed and construed in accordance with Agreement is subject to Scots law Law and the Scottish courts exclusive jurisdiction of the Court of Session in Edinburgh. No third party shall have jurisdiction over the right to enforce any dispute or difference arising out term of or in connection with this bond.Agreement nor shall this Agreement confer any benefit on any third party. In witness whereof these presents are executed by the parties as follows: EXECUTED as a Deed by the Guarantor acting by: )) ............................................................................

NOW IT IS AGREED as follows. Words The Beneficiary shall, on demand (a "Demand") be entitled to receive from the Guarantor the sum therein demanded provided that it does not exceed the Maximum Aggregate Amount and expressions in this Bond shall have provided that any Demand complies with the meanings ascribed to them under the Take Out Agreement unless the Take Out Agreement requires otherwiserequirements of Clause 2 below. The Surety hereby unconditionally and irrevocably undertakes that upon receipt of the Beneficiary’s first written demand, forwarded through the Beneficiary’s bankers for authentication of signatures thereon, and accompanied by the Beneficiary’s signed statement that: the Developer has failed to fulfil the terms provisions conditions and stipulations pursuant to Clause 9 of the Take Out Agreement; and the Developer has been given 14 days’ notice in writing of its liability for the amount demanded hereunder Any Demand by the Beneficiary under Clause 1 shall: be in writing and the Developer has not discharged its liability; the Surety shall immediately pay addressed to the Beneficiary any amount or amounts which the Beneficiary would otherwise have been entitled to retain at the time of the written demand in respect of the Phase up to the maximum liability stated or determined in accordance with clause 3 of this Bond. The maximum liability of the Surety to the Beneficiary under this Bond in respect of the Phase shall Guarantor's Issuing Office; be [1.5 per cent of the Purchase Price due to the Developer in accordance with the Take Out Agreement] or [£[ ] pounds sterling]. Any demand to be served executed by the Beneficiary whose signature(s) are accompanied by bank authentication; state the Bond No. referred to above; state the amount (in pounds sterling) demanded; and state that the Building Contractor is in breach of its obligations under the Contract and/or a default has occurred under the Contract. Provided always that: The Beneficiary may assign the benefit of this Bond to any person without the prior written consent of the Guarantor. No such assignation shall in any way prejudice, discharge or affect the liabilities or undertakings of the Guarantor hereunder. Notice of every assignation shall promptly be given to the Guarantor. The Guarantor's liability hereunder shall be made limited in writing and notified simultaneously aggregate to the Developer and Maximum Aggregate Amount. Subject to satisfying conditions under Clause 2 above, a Xxxxxx served upon the Surety. Such demand shall, for Guarantor by the purposes of this Bond, but not further or otherwise, Beneficiary shall be conclusive evidence (and admissible as such) that of the Guarantor's liability to pay the Beneficiary and of the amount demanded of the sum or sums which the Guarantor is properly due and payable liable to pay the Beneficiary by the Developer and the Surety hereby agrees that it will fulfil its obligations under this Bond without proof or conditions save as expressly provided in this BondBeneficiary. This Bond The Guarantor's liability hereunder shall expire upon the date of issue of the Certificate of Defects Completion in respect of the Phase in accordance with the Take Out Agreement (Expiry Date after which this Bond shall be null and void whether returned to the Surety Guarantor or not) when this Bond shall become null and void except , save in respect of any demand under clause 2 Demand made strictly in compliance with all the terms hereof received by the Guarantor's Issuing Office on or before the Expiry Date. Subject to Clause 3, this Bond shall not confer any benefit on or be enforceable by any third party. This Bond and any non-contractual obligations relating to it shall be governed by and construed according to the laws of Scotland and the Scottish courts shall have exclusive jurisdiction for any and all claims directly or indirectly relating hereto and the Beneficiary's acceptance of this Bond received by the Surety on or before that date. Any claims or statements received after expiry shall be ineffectivethe Beneficiary's confirmation that the Beneficiary submits to the jurisdiction of the courts of Scotland in this regard. The Surety’s liability under this Bond obligations of the Guarantor shall remain in full force and effect and shall not be affected or discharged by any act, omissiondelay, matter omission or thing (including without limitation by the liquidation Beneficiary in exercising its rights under this Bond or dissolution under the Contract or by any amendment or alteration of or variation to the terms of the Developer) which but for this provision might operate Contract or any agreement or document referred to release therein or otherwise exonerate the Surety hereunder in whole or in part, including without limitation and whether or not known to the Surety or the Beneficiary: any variation or amendment to the Take Out Agreement or in the extent or nature of or method of carrying the Works to be carried out of the works in respect of the Developmentthereunder, or by any other indulgence or concession to the obligations Building Contractor or any forbearance, forgiveness of any other thing omitted or neglected to be performed done under the Take Out Agreement so that references to the Take Out Agreement in this Bond shall include each such variation or amendment; any time, waiver or indulgence granted to the Developer Contract or any other person; any legal limitation, disability agreements or incapacity relating documents referred to the Developer therein or under any other person; and any other bond, security or guarantee Bond now or hereafter held by the Beneficiary for all or any part of the obligations obligation of the Developer Building Contractor under the Take Out Agreement, and/or Contract or the release or waiver of any such bond, security or guarantee. The rights and remedies provided in this Bond are cumulative and not exclusive of any rights or remedies provided by law. If the Take Out Agreement is to be assigned or otherwise transferred with the benefit of this Bond, or by the Beneficiary shall be entitled to assign insolvency, winding up or transfer this Bond only with the prior written consent reorganisation of the Surety, such consent not to be unreasonably withheld or delayed. This Bond (and any dispute, controversy, proceedings or claim or whatever nature arising out of or in connection with this Bond or its formation) shall be governed and construed in accordance with Scots law and the Scottish courts shall have jurisdiction over Building Contractor nor by any dispute or difference arising out of disagreement whatsoever between the Beneficiary and the Building Contractor under or in connection with this bondrelation to the Contract.

NOW IT IS AGREED as follows. Words and expressions in this Bond shall have If the meanings ascribed to them under Contractor (unless relieved from the Take Out Agreement unless the Take Out Agreement requires otherwise. The Surety hereby unconditionally and irrevocably undertakes that upon receipt performance by any clause of the Beneficiary’s first written demand, forwarded through the Beneficiary’s bankers for authentication of signatures thereon, and accompanied Contract or by statute or by the Beneficiary’s signed statement that: decision of a tribunal of competent jurisdiction) in any respect fails to execute the Developer has failed to fulfil Contract or commits any breach of its obligations under it, the terms provisions conditions Guarantor will pay the Company all reasonably foreseeable losses, damages, costs and stipulations pursuant to Clause 9 expenses that may be incurred by the Company by reason of any default on the part of the Take Out Agreement; Contractor in performing and observing the Developer has been given 14 days’ notice agreements and provisions on its part contained in writing of its liability for the amount demanded hereunder by Contract provided always that the Beneficiary and the Developer has not discharged its liability; the Surety shall immediately pay to the Beneficiary any amount or amounts which the Beneficiary would otherwise have been entitled to retain at the time of the written demand in respect of the Phase up to the maximum liability stated or determined in accordance with clause 3 of this Bond. The maximum liability of the Surety to the Beneficiary under this Bond in respect of the Phase shall be [1.5 per cent of the Purchase Price due to the Developer in accordance with the Take Out Agreement] or [£[ ] pounds sterling]. Any demand to be served by the Beneficiary Guarantor hereunder shall be made in writing and notified simultaneously to no greater than the Developer and the Surety. Such demand shall, for the purposes of this Bond, but not further or otherwise, be conclusive evidence (and admissible as such) that the amount demanded is properly due and payable to the Beneficiary by the Developer and the Surety hereby agrees that it will fulfil its obligations under this Bond without proof or conditions save as expressly provided in this Bond. This Bond shall expire upon the date of issue liability of the Certificate of Defects Completion in respect of Contractor under the Phase in accordance with the Take Out Agreement (whether returned to the Surety or not) when this Bond shall become null and void except in respect of any demand under clause 2 of this Bond received by the Surety on or before that date. Any claims or statements received after expiry shall be ineffectiveContract. The Surety’s liability under this Bond shall remain in full force and effect and Guarantor shall not be affected discharged or discharged released from this Agreement by any act, omission, matter or thing (including arrangement made between the Contractor and the Company without limitation the liquidation or dissolution consent of the Developer) which but for this provision might operate to release Guarantor or otherwise exonerate the Surety hereunder in whole or in part, including without limitation and whether or not known to the Surety or the Beneficiary: any variation or amendment to the Take Out Agreement or by an alteration in the extent obligations undertaken by the Contractor or nature of or method of carrying out of the works in respect of the Development, or the obligations to be performed under the Take Out Agreement so that references to the Take Out Agreement in this Bond shall include each such variation or amendment; by any time, waiver forbearance or indulgence granted whether as to the Developer payment time performance or any other person; any legal limitation, disability or incapacity relating to the Developer or any other person; and any other security or guarantee now or hereafter held by the Beneficiary for all or any part of the obligations of the Developer under the Take Out Agreement, and/or the release or waiver of any such security or guarantee. The rights and remedies provided in this Bond are cumulative and not exclusive of any rights or remedies provided by lawotherwise. If the Take Out Agreement Contract is to be assigned or otherwise transferred with novated the benefit of this Bond, the Beneficiary Company shall be entitled to assign or transfer novate this Bond only with Agreement and the benefit thereof to an assignee or novatee, but subject thereto, this Agreement and the benefit thereof shall not be assigned without the prior written consent of the SuretyGuarantor. The Guarantor hereby agrees that termination of the employment of the Contractor by the Company for an event set out in clause 15.2.7 of the Contract shall, such consent not without prejudice to the generality of clause 1 above, be deemed for the purpose of clause 1 to be unreasonably withheld or delayeda breach of the obligations of the Contractor. This Bond (and any dispute, controversy, proceedings or claim or whatever nature arising out of or in connection with this Bond or its formation) shall be governed and construed in accordance with Agreement is subject to Scots law Law and the Scottish courts shall have exclusive jurisdiction over of the Court of Session in Edinburgh. No third party has the right to enforce any dispute or difference arising out term of or in connection with this bond.Agreement nor does this Agreement confer any benefit on any third party. In witness whereof these presents are executed by the parties as follows: EXECUTED as a Deed by the Guarantor acting by: )) ............................................................................

NOW IT IS AGREED as follows. Words and expressions in this Bond shall have If the meanings ascribed to them under Contractor (unless relieved from the Take Out Agreement unless the Take Out Agreement requires otherwise. The Surety hereby unconditionally and irrevocably undertakes that upon receipt performance by any clause of the Beneficiary’s first written demand, forwarded through the Beneficiary’s bankers for authentication of signatures thereon, and accompanied Contract or by statute or by the Beneficiary’s signed statement that: decision of a tribunal of competent jurisdiction) in any respect fails to execute the Developer has failed to fulfil Contract or commits any breach of its obligations under it, the terms provisions conditions Guarantor will pay the Company all reasonably foreseeable losses, damages, costs and stipulations pursuant to Clause 9 expenses that may be incurred by the Company by reason of any default on the part of the Take Out Agreement; Contractor in performing and observing the Developer has been given 14 days’ notice agreements and provisions on its part contained in writing of its liability for the amount demanded hereunder by Contract provided always that the Beneficiary and the Developer has not discharged its liability; the Surety shall immediately pay to the Beneficiary any amount or amounts which the Beneficiary would otherwise have been entitled to retain at the time of the written demand in respect of the Phase up to the maximum liability stated or determined in accordance with clause 3 of this Bond. The maximum liability of the Surety to the Beneficiary under this Bond in respect of the Phase shall be [1.5 per cent of the Purchase Price due to the Developer in accordance with the Take Out Agreement] or [£[ ] pounds sterling]. Any demand to be served by the Beneficiary Guarantor hereunder shall be made in writing and notified simultaneously to no greater than the Developer and the Surety. Such demand shall, for the purposes of this Bond, but not further or otherwise, be conclusive evidence (and admissible as such) that the amount demanded is properly due and payable to the Beneficiary by the Developer and the Surety hereby agrees that it will fulfil its obligations under this Bond without proof or conditions save as expressly provided in this Bond. This Bond shall expire upon the date of issue liability of the Certificate of Defects Completion in respect of Contractor under the Phase in accordance with the Take Out Agreement (whether returned to the Surety or not) when this Bond shall become null and void except in respect of any demand under clause 2 of this Bond received by the Surety on or before that date. Any claims or statements received after expiry shall be ineffectiveContract. The Surety’s liability under this Bond shall remain in full force and effect and Guarantor shall not be affected discharged or discharged released from this Agreement by any act, omission, matter or thing (including arrangement made between the Contractor and the Company without limitation the liquidation or dissolution consent of the Developer) which but for this provision might operate to release Guarantor or otherwise exonerate the Surety hereunder in whole or in part, including without limitation and whether or not known to the Surety or the Beneficiary: any variation or amendment to the Take Out Agreement or by an alteration in the extent or nature of or method of carrying out of the works in respect of the Development, or the obligations to be performed under the Take Out Agreement so that references to the Take Out Agreement in this Bond shall include each such variation or amendment; any time, waiver or indulgence granted to the Developer or any other person; any legal limitation, disability or incapacity relating to the Developer or any other person; and any other security or guarantee now or hereafter held undertaken by the Beneficiary for all Contractor or by any part of the obligations of the Developer under the Take Out Agreement, and/or the release forbearance whether as to payment time performance or waiver of any such security or guarantee. The rights and remedies provided in this Bond are cumulative and not exclusive of any rights or remedies provided by lawotherwise. If the Take Out Agreement Contract is to be assigned or otherwise transferred with novated the benefit of this Bond, the Beneficiary Company shall be entitled to assign or transfer novate this Bond only with Agreement and the benefit thereof to an assignee or novatee, but subject thereto, this Agreement and the benefit thereof shall not be assigned without the prior written consent of the SuretyGuarantor. The Guarantor hereby agrees that termination of the employment of the Contractor by the Company for an event set out in clause 15.2.7 of the Contract shall, such consent not without prejudice to the generality of clause 1 above, be deemed for the purpose of clause 1 to be unreasonably withheld or delayeda breach of the obligations of the Contractor. This Bond (and any dispute, controversy, proceedings or claim or whatever nature arising out of or in connection with this Bond or its formation) shall be governed and construed in accordance with Scots Agreement is subject to English law and the Scottish courts exclusive jurisdiction of the English Courts. Nothing in the Contracts (Rights of Third Parties) Xxx 0000 shall operate to give any third party the right to enforce any term of this Agreement nor to confer any benefit on any third party. In witness whereof the parties have jurisdiction over any dispute or difference arising out caused this Agreement (to be executed as a Deed) to be entered into in the manner required by their respective constitutions and the law of or in connection with this bond.their respective countries. EXECUTED as a Deed by the Guarantor acting by: )) _________________________________ Print Name: _______________________ Director: __________________________ Print Name: __________________________ Director/Secretary: _________________________________ EXECUTED as a Deed by the Company acting by: )) _________________________________ Print Name: _______________________ Director: __________________________ Print Name: __________________________ Director/Secretary: _________________________________ Schedule 0- Xxxxxxxxx Xxxx XXX TRADING LIMITED & ______________________ & ______________________ GUARANTEE BOND CONTRACT WORKS: _________________________ PROJECT: ______________________________________

NOW IT IS AGREED as follows. Words and expressions in this Bond shall have If the meanings ascribed to them under Contractor (unless relieved from the Take Out Agreement unless the Take Out Agreement requires otherwise. The Surety hereby unconditionally and irrevocably undertakes that upon receipt performance by any clause of the Beneficiary’s first written demand, forwarded through the Beneficiary’s bankers for authentication of signatures thereon, and accompanied Contract or by statute or by the Beneficiary’s signed statement that: decision of a tribunal of competent jurisdiction) in any respect fails to execute the Developer has failed to fulfil Contract or commits any breach of its obligations under it, the terms provisions conditions Guarantor will pay the Company all reasonably foreseeable losses, damages, costs and stipulations pursuant to Clause 9 expenses that may be incurred by the Company by reason of any default on the part of the Take Out Agreement; Contractor in performing and observing the Developer has been given 14 days’ notice agreements and provisions on its part contained in writing of its liability for the amount demanded hereunder by Contract provided always that the Beneficiary and the Developer has not discharged its liability; the Surety shall immediately pay to the Beneficiary any amount or amounts which the Beneficiary would otherwise have been entitled to retain at the time of the written demand in respect of the Phase up to the maximum liability stated or determined in accordance with clause 3 of this Bond. The maximum liability of the Surety to the Beneficiary under this Bond in respect of the Phase shall be [1.5 per cent of the Purchase Price due to the Developer in accordance with the Take Out Agreement] or [£[ ] pounds sterling]. Any demand to be served by the Beneficiary Guarantor hereunder shall be made in writing and notified simultaneously to no greater than the Developer and the Surety. Such demand shall, for the purposes of this Bond, but not further or otherwise, be conclusive evidence (and admissible as such) that the amount demanded is properly due and payable to the Beneficiary by the Developer and the Surety hereby agrees that it will fulfil its obligations under this Bond without proof or conditions save as expressly provided in this Bond. This Bond shall expire upon the date of issue liability of the Certificate of Defects Completion in respect of Contractor under the Phase in accordance with the Take Out Agreement (whether returned to the Surety or not) when this Bond shall become null and void except in respect of any demand under clause 2 of this Bond received by the Surety on or before that date. Any claims or statements received after expiry shall be ineffectiveContract. The Surety’s liability under this Bond shall remain in full force and effect and Guarantor shall not be affected discharged or discharged released from this Agreement by any act, omission, matter or thing (including arrangement made between the Contractor and the Company without limitation the liquidation or dissolution consent of the Developer) which but for this provision might operate to release Guarantor or otherwise exonerate the Surety hereunder in whole or in part, including without limitation and whether or not known to the Surety or the Beneficiary: any variation or amendment to the Take Out Agreement or by an alteration in the extent or nature of or method of carrying out of the works in respect of the Development, or the obligations to be performed under the Take Out Agreement so that references to the Take Out Agreement in this Bond shall include each such variation or amendment; any time, waiver or indulgence granted to the Developer or any other person; any legal limitation, disability or incapacity relating to the Developer or any other person; and any other security or guarantee now or hereafter held undertaken by the Beneficiary for all Contractor or by any part of the obligations of the Developer under the Take Out Agreement, and/or the release forbearance whether as to payment time performance or waiver of any such security or guarantee. The rights and remedies provided in this Bond are cumulative and not exclusive of any rights or remedies provided by lawotherwise. If the Take Out Agreement Contract is to be assigned or otherwise transferred with novated the benefit of this Bond, the Beneficiary Company shall be entitled to assign or transfer novate this Bond only with Agreement and the benefit thereof to an assignee or novatee, but subject thereto, this Agreement and the benefit thereof shall not be assigned without the prior written consent of the SuretyGuarantor. The Guarantor hereby agrees that termination of the employment of the Contractor by the Company for an event set out in clause 15.2.7 of the Contract shall, such consent not without prejudice to the generality of clause 1 above, be deemed for the purpose of clause 1 to be unreasonably withheld or delayeda breach of the obligations of the Contractor. This Bond (and any dispute, controversy, proceedings or claim or whatever nature arising out of or in connection with this Bond or its formation) shall be governed and construed in accordance with Scots Agreement is subject to English law and the Scottish courts exclusive jurisdiction of the English Courts. Nothing in the Contracts (Rights of Third Parties) Act 1999 shall operate to give any third party the right to enforce any term of this Agreement nor to confer any benefit on any third party. In witness whereof the parties have jurisdiction over any dispute or difference arising out caused this Agreement (to be executed as a Deed) to be entered into in the manner required by their respective constitutions and the law of or in connection with this bond.their respective countries. EXECUTED as a Deed by the Guarantor acting by: )) _________________________________ Print Name: _______________________ Director: __________________________ Print Name: __________________________ Director/Secretary: _________________________________ EXECUTED as a Deed by the Company acting by: )) _________________________________ Print Name: _______________________ Director: __________________________ Print Name: __________________________ Director/Secretary: _________________________________ Schedule 3 – Guarantee Bond BDW TRADING LIMITED & ______________________ & ______________________ ______________________________________________________ GUARANTEE BOND CONTRACT WORKS: _________________________