Common use of OBLIGATIONS OF THE BUYER Clause in Contracts

OBLIGATIONS OF THE BUYER. The Buyer shall: 1. arrange for the telegraphic transfers by CHAPS of the Completion Payment to the Seller’s Solicitors’ Account receipt of which shall discharge the Buyer from its obligation to pay such amount of the consideration to the Seller and, for the avoidance of doubt, the Buyer shall not be concerned with the onward payment of such consideration to the Seller or otherwise; 2. arrange for the telegraphic transfers by CHAPS of the Total Escrow Amount into the Escrow Account, which amount shall be maintained in accordance with the provisions of Schedule 16; 3. deliver to the Seller’s Solicitors: 3.1 the Supplemental Disclosure Letter, duly executed by the Buyer; 3.2 the Brand and IP Licence, duly executed by the Seller; 3.3 the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and 3.4 in the event that a New WGC Agreement has not otherwise been entered into with effect from Completion, the Gold Royalty Agreement, duly executed by the Buyer and WisdomTree Europe Holdings Limited. WisdomTree shall: 1. deliver to the Seller’s Solicitors the Investor Rights Agreement, duly executed by WisdomTree; 2. deliver the Common Consideration Shares credited as fully paid in book-entry form to the Seller. Certificates evidencing the Common Consideration Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form: THESE SECURITIES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2018 BY AND BETWEEN THE COMPANY AND . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT; 3. file the Certificate of Designations with the Secretary of State of the State of Delaware; 4. issue the Preferred Consideration Shares credited as fully paid in certificated form to the Seller. Certificates evidencing the Preferred Consideration Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form: THESE SECURTITES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2018 BY AND BETWEEN THE COMPANY AND . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT.

OBLIGATIONS OF THE BUYER. The obligation of the Buyer shallto close the Transaction is subject to the satisfaction at or before the Closing of each of the following conditions: 1. arrange for the telegraphic transfers by CHAPS (a) Each of the Completion Payment to the Seller’s Solicitors’ Account receipt of which shall discharge the Buyer from its obligation to pay such amount representations and warranties of the consideration Sellers made in or pursuant to this Agreement shall be true and correct in all material respects on and as of the Seller andClosing Date as if made on and as of the Closing Date, for except that representations and warranties which address matters only as of a particular date must have been true and correct in all respects only as of the avoidance of doubtparticular date, and the Buyer shall not have received a certificate signed by the Sellers’ Representatives, on behalf of the Sellers, to such effect and such certificate shall be concerned deemed to be a representation and warranty of the Sellers as of the time immediately preceding the Closing. Each of the representations and warranties of the Sellers set forth in Sections 2.1, 2.2, 2.3, 3.2 and 3.3 shall have been true and correct in all respects as of the Agreement Date and shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing, and the Buyer shall have received a certificate signed by the Sellers’ Representatives, on behalf of the Sellers, to such effect and such certificate shall be deemed to be a representation and warranty of the Sellers as of the time immediately preceding the Closing. (b) Each Selling Party shall have performed and complied in all material respects with all covenants and conditions required under this Agreement to be performed or complied with by such Selling Party at or prior to the Closing, and the Buyer shall have received a certificate signed by the Sellers’ Representatives, on behalf of the Sellers, to such effect and such certificate shall be deemed to be a representation and warranty of the Sellers as of the time immediately preceding the Closing. (c) There shall have been no event, occurrence or condition subsequent to the Agreement Date that has had, or could reasonably be expected to result in, a Material Adverse Effect. (d) The Sellers shall have delivered all documents required to be delivered at the Closing pursuant to Section 7.2 hereof. (e) The Buyer shall have obtained all material Governmental Authorizations required to operate the Acquired Business on terms and conditions reasonably satisfactory to the Buyer. (f) The Buyer shall have secured and obtained all of the requisite financing and consents on terms and conditions satisfactory to the Buyer in order to consummate the Transaction and to operate the Acquired Business after the Closing in the same manner in which it was operated before the Closing. (g) The DMC Common Stock Consideration issuable to the Sellers shall have been approved for listing on the New York Stock Exchange. (h) DMC shall have received confirmation from the SEC regarding the format and content of, and periods to be presented in, the financial statements and other related information and documents necessary for DMC to obtain and, if applicable, file with the onward payment SEC in order to satisfy applicable Legal Requirements and SEC requirements. (i) Buyer shall have obtained, at the sole cost and expense of Sellers, opinions of legal counsel, dated as of the Closing Date, from law firms and in form and substance reasonably acceptable to the Buyer, indicating that the operations of (i) NDEx in Georgia and Texas, and (ii) NDEx West in California and Nevada will not violate any law of such consideration jurisdictions relevant to the Seller unauthorized practice of law or otherwise; 2. arrange for the telegraphic transfers by CHAPS sharing of fees from the Total Escrow Amount into the Escrow AccountPractice of Law with a non-lawyer, which amount opinions shall be maintained in accordance with addressed to NDEx or NDEx West, as the provisions of Schedule 16; 3. deliver to the Seller’s Solicitors: 3.1 the Supplemental Disclosure Lettercase may be, duly executed by the Buyer; 3.2 the Brand and IP Licence, duly executed by the Seller; 3.3 the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and 3.4 in the event that a New WGC Agreement has not otherwise been entered into with effect from Completion, the Gold Royalty Agreement, duly executed by the Buyer Buyer’s equity and WisdomTree Europe Holdings Limited. WisdomTree shall: 1. deliver to the Seller’s Solicitors the Investor Rights Agreement, duly executed by WisdomTree; 2. deliver the Common Consideration Shares credited as fully paid in book-entry form to the Seller. Certificates evidencing the Common Consideration Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form: THESE SECURITIES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2018 BY AND BETWEEN THE COMPANY AND . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT; 3. file the Certificate of Designations with the Secretary of State of the State of Delaware; 4. issue the Preferred Consideration Shares credited as fully paid in certificated form to the Seller. Certificates evidencing the Preferred Consideration Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form: THESE SECURTITES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2018 BY AND BETWEEN THE COMPANY AND . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENTdebt financing sources.

OBLIGATIONS OF THE BUYER. The obligation of the Buyer shallto close the Transaction is subject to the satisfaction at or before the Closing of each of the following conditions: 1. arrange for the telegraphic transfers by CHAPS (a) Each of the Completion Payment to the Seller’s Solicitors’ Account receipt of which shall discharge the Buyer from its obligation to pay such amount representations and warranties of the consideration Sellers made in or pursuant to this Agreement shall be true and correct in all material respects on and as of the Seller andClosing Date as if made on and as of the Closing Date, for except that representations and warranties which address matters only as of a particular date must have been true and correct in all respects only as of the avoidance of doubtparticular date, and the Buyer shall not have received a certificate signed by the Sellers’ Representatives, on behalf of the Sellers, to such effect and such certificate shall be concerned deemed to be a representation and warranty of the Sellers as of the time immediately preceding the Closing. Each of the representations and warranties of the Sellers set forth in Sections 2.1, 2.2, 2.3, 3.2 and 3.3 shall have been true and correct in all respects as of the Agreement Date and shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing, and the Buyer shall have received a certificate signed by the Sellers’ Representatives, on behalf of the Sellers, to such effect and such certificate shall be deemed to be a representation and warranty of the Sellers as of the time immediately preceding the Closing. (b) Each Selling Party shall have performed and complied in all material respects with all covenants and conditions required under this Agreement to be performed or complied with by such Selling Party at or prior to the Closing, and the Buyer shall have received a certificate signed by the Sellers’ Representatives, on behalf of the Sellers, to such effect and such certificate shall be deemed to be a representation and warranty of the Sellers as of the time immediately preceding the Closing. (c) There shall have been no event, occurrence or condition subsequent to the Agreement Date that has had, or could reasonably be expected to result in, a Material Adverse Effect. (d) The Sellers shall have delivered all documents required to be delivered at the Closing pursuant to Section (e) The Buyer shall have obtained all material Governmental Authorizations required to operate the Acquired Business on terms and conditions reasonably satisfactory to the Buyer. (f) The Buyer shall have secured and obtained all of the requisite financing and consents on terms and conditions satisfactory to the Buyer in order to consummate the Transaction and to operate the Acquired Business after the Closing in the same manner in which it was operated before the Closing. (g) The DMC Common Stock Consideration issuable to the Sellers shall have been approved for listing on the New York Stock Exchange. (h) DMC shall have received confirmation from the SEC regarding the format and content of, and periods to be presented in, the financial statements and other related information and documents necessary for DMC to obtain and, if applicable, file with the onward payment SEC in order to satisfy applicable Legal Requirements and SEC requirements. (i) Buyer shall have obtained, at the sole cost and expense of Sellers, opinions of legal counsel, dated as of the Closing Date, from law firms and in form and substance reasonably acceptable to the Buyer, indicating that the operations of (i) NDEx in Georgia and Texas, and (ii) NDEx West in California and Nevada will not violate any law of such consideration jurisdictions relevant to the Seller unauthorized practice of law or otherwise; 2. arrange for the telegraphic transfers by CHAPS sharing of fees from the Total Escrow Amount into the Escrow AccountPractice of Law with a non-lawyer, which amount opinions shall be maintained in accordance with addressed to NDEx or NDEx West, as the provisions of Schedule 16; 3. deliver to the Seller’s Solicitors: 3.1 the Supplemental Disclosure Lettercase may be, duly executed by the Buyer; 3.2 the Brand and IP Licence, duly executed by the Seller; 3.3 the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and 3.4 in the event that a New WGC Agreement has not otherwise been entered into with effect from Completion, the Gold Royalty Agreement, duly executed by the Buyer Buyer’s equity and WisdomTree Europe Holdings Limited. WisdomTree shall: 1. deliver to the Seller’s Solicitors the Investor Rights Agreement, duly executed by WisdomTree; 2. deliver the Common Consideration Shares credited as fully paid in book-entry form to the Seller. Certificates evidencing the Common Consideration Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form: THESE SECURITIES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2018 BY AND BETWEEN THE COMPANY AND . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT; 3. file the Certificate of Designations with the Secretary of State of the State of Delaware; 4. issue the Preferred Consideration Shares credited as fully paid in certificated form to the Seller. Certificates evidencing the Preferred Consideration Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form: THESE SECURTITES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2018 BY AND BETWEEN THE COMPANY AND . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENTdebt financing sources.

OBLIGATIONS OF THE BUYER. The obligation of the Buyer shallto close the transactions contemplated by this Agreement is subject to the satisfaction at or before the Closing of each of the following conditions: 1. arrange for the telegraphic transfers by CHAPS (a) Each of the Completion Payment to the Seller’s Solicitors’ Account receipt of which shall discharge the Buyer from its obligation to pay such amount representations and warranties of the consideration to Company and the Seller andmade in or pursuant to this Agreement shall be true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date, for except that representations and warranties which address matters only as of a particular date must have been true and correct in all respects only as of the avoidance of doubtparticular date, and the Buyer shall not have received a certificate signed on behalf of the Company and the Seller to such effect and such certificate (subject to Section 6.7) shall be concerned deemed to be a representation and warranty of the Company and the Seller as of the time immediately preceding the Closing. Each of the representations and warranties of the Company set forth in Sections 3.1, 3.2 and 3.3 and of the Seller in Sections 4.1, 4.2, 4.3 and 4.4 shall have been true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date as if made on and as of the Closing, and the Buyer shall have received a certificate signed on behalf of the Company and the Seller to such effect and such certificate shall be deemed to be a representation and warranty of the Company and the Seller as of the time immediately preceding the Closing. (b) The Company and the Seller shall have performed and complied in all material respects with the onward payment of such consideration all covenants and conditions required under this Agreement to be performed or complied with at or prior to the Seller or otherwise; 2. arrange for Closing, and the telegraphic transfers by CHAPS Buyer shall have received a certificate signed on behalf of the Total Escrow Amount into Company and the Escrow Account, which amount Seller to such effect and such certificate (subject to Section 6.7) shall be maintained in accordance with deemed to be a representation and warranty of the provisions Company and the Seller as of Schedule 16;the time immediately preceding the Closing. 3. deliver (c) There shall have been no event, occurrence or condition subsequent to the Seller’s Solicitors:date of this Agreement that has had, or could reasonably be expected to result in, a Material Adverse Effect. 3.1 (d) The Seller shall have delivered all documents required to be delivered at the Supplemental Disclosure LetterClosing pursuant to Section 8.2 hereof. (e) The Seller shall have delivered to Buyer all Governmental Authorizations required to operate the Business on terms and conditions reasonably satisfactory to the Buyer. (f) Subject to the terms of this Agreement, duly executed all actions, proceedings, instruments, and documents reasonably required to carry out this Agreement or incidental hereto, and all other related legal matters, shall have been reasonably approved as to form and substance by the Buyer;, and the Buyer shall have received all documents, certificates and other papers reasonably requested by it in connection therewith. 3.2 (g) The Buyer, the Brand Seller and IP Licencethe Company shall have entered into the Amended Operating Agreement. (h) The Company and Xxxxxx X. Xxxxxx shall have entered into an employment agreement substantially in the form of Exhibit 7.2(h) attached hereto (the “Xxxxxx Employment Agreement”). (i) The Company and Xxxxx Xxxx shall have entered into an employment agreement substantially in the form of Exhibit 7.2(i) attached hereto (the “Shub Employment Agreement”). (j) The Company and Xxxxx X. Xxxxxx shall have entered into an employment agreement substantially in the form of Exhibit 7.2(j) attached hereto (the “Xxxxxx Employment Agreement”). (k) The Company and Xxxx Xxxxxx shall have entered into an employment agreement substantially in the form of Exhibit 7.2(k) attached hereto (the “Xxxxxx Employment Agreement”). (l) The Company and X. Xxxxxxxx Xxxx shall have entered into an employment agreement substantially in the form of Exhibit 7.2(l) attached hereto (the “Xxxx Employment Agreement”). (m) The Seller, duly executed by the Seller; 3.3 the Escrow Agreement, duly executed by the Buyer and the escrow agent named therein shall have entered into an Escrow Agent; and 3.4 Agreement in the event form of Exhibit 2.1(b) attached hereto. (n) The Company shall have become party to that a New WGC certain Second Amended and Restated Credit Agreement has not otherwise been entered into with effect from Completiondated as of August 8, the Gold Royalty Agreement2007, duly executed as amended, by and among U.S. Bank National Association, as Agent, the Buyer and WisdomTree Europe Holdings Limited. WisdomTree shall: 1. deliver its Subsidiaries party thereto as borrowers, and the lenders from time to the Seller’s Solicitors the Investor Rights Agreementtime party thereto as “Banks”, duly executed by WisdomTree; 2. deliver the Common Consideration Shares credited as fully paid a co-borrower and shall execute all documents in book-entry form to the Seller. Certificates evidencing the Common Consideration Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form: THESE SECURITIES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2018 BY AND BETWEEN THE COMPANY AND . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT; 3. file the Certificate of Designations with the Secretary of State of the State of Delaware; 4. issue the Preferred Consideration Shares credited as fully paid in certificated form to the Seller. Certificates evidencing the Preferred Consideration Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form: THESE SECURTITES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2018 BY AND BETWEEN THE COMPANY AND . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENTconnection therewith.

OBLIGATIONS OF THE BUYER. The Buyer shall: 1shall disclose and clearly communicate to the Seller the specifications of the Goods required by them in the Purchase Order. arrange The Buyer shall be responsible for proper storage of the Goods after it picks up the Goods from the Seller. The Buyer shall make payment to the Seller within fifteen (15) days of the receipt of the invoice. The Buyer shall be responsible for the telegraphic transfers by CHAPS cost of transportation and the Completion Payment to transit insurance from time the Goods leave the Seller’s Solicitors’ Account receipt premises. SELLER’S OBLIGATIONS The Seller shall pack such quantities of which the Goods as may be specified by the Buyer. The Seller shall discharge ensure that the Goods are stored under suitable conditions to ensure their fitness and merchantability at all times, whilst in its premises. The Seller shall pack all Goods ordered hereunder in a manner suitable for shipment and sufficient to enable the Products to withstand the effects of shipping, including handling during loading and unloading. The Seller employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Seller’s obligations under this Agreement; REMEDIES OF THE BUYER Where the Buyer from its obligation accepts or has been deemed to pay such amount of have accepted any Goods then, the consideration Seller shall have no liability whatsoever to the Buyer in respect of these Goods. The Seller and, for the avoidance of doubt, the Buyer shall not be concerned with the onward payment of such consideration liable to the Seller Buyer for late delivery or otherwise; 2. arrange for the telegraphic transfers by CHAPS short delivery of the Total Escrow Amount into Goods. ENTIRE AGREEMENT AND MODIFICATIONS This Agreement embodies all the Escrow Account, which amount shall be maintained in accordance with terms and conditions agreed upon among the provisions of Schedule 16; 3. deliver Parties as to the Seller’s Solicitors: 3.1 subject matter of this Agreement and supersedes in all respects all previous agreements and undertakings, amongst the Supplemental Disclosure Letter, duly executed by the Buyer; 3.2 the Brand and IP Licence, duly executed by the Seller; 3.3 the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and 3.4 in the event that a New WGC Agreement has not otherwise been entered into Parties with effect from Completion, the Gold Royalty Agreement, duly executed by the Buyer and WisdomTree Europe Holdings Limited. WisdomTree shall: 1. deliver respect to the Seller’s Solicitors subject matter hereof whether such be written or oral. This Agreement shall not be altered, changed, supplemented amended except by written instruments signed by all the Investor Rights Agreement, duly executed by WisdomTree; 2. deliver the Common Consideration Shares credited as fully paid in book-entry form to the Seller. Certificates evidencing the Common Consideration Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form: THESE SECURITIES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2018 BY AND BETWEEN THE COMPANY AND . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT; 3. file the Certificate of Designations with the Secretary of State of the State of Delaware; 4. issue the Preferred Consideration Shares credited as fully paid in certificated form to the Seller. Certificates evidencing the Preferred Consideration Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form: THESE SECURTITES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2018 BY AND BETWEEN THE COMPANY AND . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENTParties.

OBLIGATIONS OF THE BUYER. The Buyer shall: 1. arrange for 3.1 pay the telegraphic transfers by CHAPS of Initial Cash Consideration to the Completion Payment Sellers in the manner set out in clause 3.3; 3.2 pay to the Seller’s Solicitors’ Account receipt of which shall discharge Solicitors the Buyer from its obligation to pay such amount of the consideration to the Seller and, for the avoidance of doubt, the Buyer shall not be concerned with the onward payment of such consideration to the Seller or otherwise; 2. arrange for the telegraphic transfers by CHAPS of the Total Escrow Amount into the Escrow Account, which amount shall be maintained amounts due in accordance with the provisions of Schedule 16; 3. deliver clause 19.2 or, where required by that clause to the Seller’s Solicitors: 3.1 the Supplemental Disclosure Letterissue Ordinary Shares, duly executed by the Buyer; 3.2 the Brand and IP Licence, duly executed by the Seller; 3.3 the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and 3.4 in the event that a New WGC Agreement has not otherwise been entered into with effect from Completion, the Gold Royalty Agreement, duly executed by the Buyer and WisdomTree Europe Holdings Limited. WisdomTree shall: 1. to deliver to the Seller’s Solicitors a certificate for the Investor Rights Agreementappropriate number of Ordinary Shares in satisfaction of the amounts due pursuant to that clause. 3.3 deliver to the Sellers certificates in respect of those Consideration Shares which are to be issued at Completion in accordance with clause 3.1.2, duly executed as a deed by WisdomTreeor signed (as required) on behalf of the Buyer together with such other documentation as the Sellers may reasonably require in order to show that such Consideration Shares have been validly issued in accordance with all applicable laws and regulations. In particular the said certificates shall bear the following endorsement: “Fully paid and non-assessable” 3.4 deliver to the Sellers a letter in a form reasonably acceptable to the Sellers, addressed to the Sellers and written by the Buyer’s US legal counsel confirming that those Consideration Shares which are issued to the Sellers at Completion are validly issued, fully paid and are non-assessable. 3.5 deliver to the Sellers the Share Mortgage duly executed as a deed by, or signed (as required) on behalf of, the Buyer. 3.6 deliver to the Sellers the Deed of Priorities duly executed as a deed by, or signed (as required) on behalf of, the Buyer and the Lender. 3.7 procure that the Company shall, and shall permit the Company to, repay the Outstanding Loans in full; 2. 3.8 take such steps as are required in order to appoint Xxxxxx Xxxxx as a director of the Buyer; 3.9 deliver the Common Consideration Shares credited as fully paid in book-entry form to the Seller. Certificates evidencing Sellers addendums, in the Common Consideration Shares shall bear any legend agreed form, to the contracts of employment of Xxxx Hla, Ash Xxxxxxxx and Xxxxx Xxxxx-Row duly executed as required by a deed by, or signed (as required) on behalf of, the “blue sky” laws of any state Buyer and a restrictive legend (in substantially so far as the following form: THESE SECURITIES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2018 BY AND BETWEEN THE COMPANY AND . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (ABuyer is able to legally procure the same) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT; 3. file the Certificate of Designations with the Secretary of State on behalf of the State of Delaware; 4. issue the Preferred Consideration Shares credited as fully paid in certificated form to the Seller. Certificates evidencing the Preferred Consideration Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form: THESE SECURTITES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2018 BY AND BETWEEN THE COMPANY AND . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENTCompany.

OBLIGATIONS OF THE BUYER. To provide Supplier with written cargo and other instructions within working time but not later 2 (Two) Business Days before the beginning of terminal operations at the port of loading. The period from 08 h 00 min to 16 h 30 min of the Business Day by Moscow time shall be considered as working time. In case the Buyer fails to provide the Supplier with loading instruction in due time, the Supplier will use its best efforts to issue documents necessary for timely loading of the vessel in accordance with actual working schedule of customs authorities. In case Buyer's failure to provide documentary instructions as mentioned here above caused any delays in loading the Goods, all costs which may howsoever arise in connection herewith (including but not limited to demurrage) shall be for the account of the Buyer. The Buyer shall: 1. arrange shall reimburse to the Supplier for all the telegraphic transfers fines, penalties paid by CHAPS the Supplier legitimately imposed on the Supplier by the state authorities for any established fault of the Completion Payment to Buyer during the Seller’s Solicitors’ Account receipt of which validity period hereof. It shall discharge the Buyer from its be Suppliers obligation to pay such amount establish the fault of the consideration Buyer. If penalties are imposed on the Supplier unfoundedly, or due to the Seller anda mistake, for the avoidance or due to illegitimate actions of doubtstate authorities, authorized to impose penalties, the Buyer shall not be concerned with held responsible for such mistakes, actions and/or misunderstanding, and the onward Supplier shall undertake to settle such cases by his own effort and on his own expense, as well as prior to presentation of legitimate fines, penalties imposed by state authorities he shall by himself check their validity and lawfulness as well as the casual connection between actions of the Supplier and imposing of such penalties. The Supplier shall undertake to make all the effort possible to minimize the possible or already imposed fines, penalties. The Buyer shall be informed of the fine, penalty risk as soon as such information is available to the Supplier. The Buyer shall cover the said costs on the basis of the Supplier’s invoices to be supported by the documents confirming the payment of such consideration to the Seller or otherwise; 2said penal sanctions by the Supplier. arrange Conversion into US dollars of the proved real losses, penalties and other payments stipulated by this Item of the Agreement will be carried out at a rate of the Central Bank of the Russian Federation for the telegraphic transfers by CHAPS date of drawing of the Total Escrow Amount into the Escrow Account, which amount shall be maintained in accordance with the provisions of Schedule 16; 3. deliver to the Seller’s Solicitors: 3.1 the Supplemental Disclosure Letter, duly executed corresponding invoice by the Buyer; 3.2 the Brand and IP Licence, duly executed by the Seller; 3.3 the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and 3.4 in the event that a New WGC Agreement has not otherwise been entered into with effect from Completion, the Gold Royalty Agreement, duly executed by the Buyer and WisdomTree Europe Holdings Limited. WisdomTree shall: 1. deliver to the Seller’s Solicitors the Investor Rights Agreement, duly executed by WisdomTree; 2. deliver the Common Consideration Shares credited as fully paid in book-entry form to the Seller. Certificates evidencing the Common Consideration Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form: THESE SECURITIES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2018 BY AND BETWEEN THE COMPANY AND . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT; 3. file the Certificate of Designations with the Secretary of State of the State of Delaware; 4. issue the Preferred Consideration Shares credited as fully paid in certificated form to the Seller. Certificates evidencing the Preferred Consideration Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form: THESE SECURTITES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT DATED AS OF , 2018 BY AND BETWEEN THE COMPANY AND . THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENTSupplier.