Common use of Offer Clause in Contracts

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. Parent shall cause Newco, as promptly as reasonably practicable after the date hereof, but in no event later than five (a5) Promptly upon U.S. Business Days following the occurrence public announcement of the terms of this Agreement, to commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase any lapse and all of the issued and outstanding shares (the "Shares") of Company Common Stock (other than those Shares currently owned by Newco or withdrawal Parent) at a price of $12.00 per Share, net to the seller in cash (or at such higher price as Newco elects to offer) (the "Offer Price"), but subject to any withholding required by law, provided, that Newco shall not be required to commence the Offer if an event shall have occurred that, had the Offer already been commenced, would give rise to a right to terminate the Offer under any of the conditions set forth in Annex II hereto. The Offer shall have a scheduled expiration date not less than twenty (20) U.S. Business Days following the commencement thereof. The obligation of Parent and Newco to accept and pay for Shares tendered shall be subject to the condition that there shall be validly tendered prior to the expiration date of the Offer or the end and not withdrawn a number of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City CodeShares which, the Company will give notice when added to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respectsowned by Parent, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent represent at least 51% of the Shares as promptly as practicable. issued and outstanding on a fully diluted basis (cthe "Minimum Condition") The Company covenants and agrees that without to the prior written agreement other conditions set forth in Annex II. Parent and Newco expressly reserve the right to waive the Minimum Condition or any of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant conditions to the City CodeOffer, (X) a summary of to increase the principal terms of this Agreement will be disclosed price per Share payable in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) to make any other change or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated changes in the Offer Document is, terms or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect conditions of the Offer, it will comply with including without limitation extending the City Code (subject expiration date, provided, that no change may be made that changes the form of consideration to any applicable waivers by be paid or decreases the Panel), price per Share or the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant number of Shares sought in the Offer or which imposes conditions to the Offer in all material respects. (e) Unless addition to do so would be a breach of those set forth in Annex II. If at any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress scheduled expiration date of the Offer and, in particular, will from time to time upon request give to any of the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances conditions of the Offer have not been satisfied or waived by Parent, but in the reasonable, good faith judgment of the Company are capable of being satisfied within a period not to exceed twenty (20) U.S. Business Days, then, at the written request of the Company, Parent and such other matters relevant to Newco shall extend the Offer as the Syndication Agent and the Administrative Agent may reasonably request. for such period, to a maximum of twenty (f20) The Company covenants and agreesU.S. Business Days, but not in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after beyond the date the Offer becomes or is declared unconditional specified in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private companySection 7.1(b)(i)(B) hereof.

Offer. By notice given to the Partnership and each other Partner (aother than any Exclusive Limited Partner) Promptly upon within thirty (30) days after the occurrence of any lapse or withdrawal date of the Offer or PMV Notice, any Notice Partner (any such Notice Partner to then be referred to as a "Registering Partner") may make an offer (the end of the Certain Funds Period or the date the Offer is declared unconditional as "Registration Firm Offer") to acceptances or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice sell to the Administrative Agent other Partners (including any Notice Partner who shall notify has not given a Registration Firm Offer within the Lendersthirty (30) that day period for the same has occurred. delivery of such Registration Firm Offer but excluding any other Registering Partner and any Exclusive Limited Partner) (bthe "Registration Offerees") Promptly upon satisfaction its Registration Interest for the Public Market Value of such Registration Interest. If the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not Partnership receives (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or Registration Firm Offers from all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant Notice Partners prior to the City Code, expiration of such thirty (X30) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) day period or (ii) take Registration Firm Offers from at least one Notice Partner on or permit to be taken any step as a result of which before the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. thirtieth (d30th) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible day after the date of the PMV Notice, the Partnership shall promptly give notice (the "Firm Offer becomes or Commencement Notice") to each Partner stating that such Registration Firm Offers have been delivered as of the date of such Firm Offer Commencement Notice. If the aggregate amount of Registration Interest(s) for which Registration Firm Offers are given is declared unconditional in all respects less than the Target Minimum Offering Amount, then each Registering Partner shall have the right to increase the Registration Interest so offered by it by the amount by which the aggregate Registration Interest(s) for which Registration Firm Offer(s) have previously been given is less than the Minimum Offering Amount (which right as among the Registering Partners shall be removed from apportioned pro rata based upon the Official List relative Registration Interests of the London Stock Exchange Limited Registering Partners unless otherwise agreed), by giving notice to the Partnership Board and re-registered each other Partner amending its Registration Firm Offer to effect such increase by the tenth (10th) day following the date of the Firm Offer Commencement Notice; provided, that in such event the Firm Offer Commencement Notice shall be deemed to have been given as a private companyof the end of such ten (10) day period. If, as of the end of such ten (10) day period, the aggregate Registration Interest(s) so offered pursuant to the Registration Firm Offer(s), as so amended, are less than the Minimum Offering Amount, then all of such Registration Firm Offers shall be deemed to have been rejected and withdrawn.

Offer. For the period from the Effective Date until the fifth anniversary of the Effective Date, Tenant shall have a continuing right of first offer (the “Right of First Offer”) to lease (a) Promptly upon the entire second floor, (b) the entire fifth floor, and (c) the entire ninth, tenth and eleventh floors of the Building (each of the space described in clauses (a), (b) and (c) being an “Offering Space”) at such time as the existing tenants therefor fail to exercise their extension options in existence as of the date of the Fifth Amendment or the applicable lease is otherwise terminated (the occurrence of either making the applicable Offering Space “Available for Lease”). Landlord represents and warrants that no party other than the current tenant has any lapse expansion right superior to the right of Tenant hereunder. If Offering Space becomes Available for Lease, Landlord shall not enter into a new lease for any such space without first giving Tenant written notice (an “Advice”) that Offering Space is or withdrawal of will be coming available for leasing and granting Tenant the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional opportunity to lease such space (as to acceptances or wholly unconditional or finally closed well as any other space described therein) in accordance with this Section. Landlord shall provide Tenant with an Advice promptly after Landlord has determined that Offering Space is Available for Lease (but prior to leasing the City CodeOffering Space to a third party). The Advice shall describe with specificity the space that Landlord offers to Lease to Tenant (the “Expansion Space”) including, without limitation, Landlord’s determination of gross rentable square feet and location, the Company date on which the Expansion Space is expected to be available for delivery to Tenant, the parking rights that will give be granted, and the base rent, base year and tenant improvement allowance at which the Expansion Space is offered. Tenant may lease the Expansion Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (“Notice of Exercise”) within ninety (90) days after the Administrative Agent receipt of the Advice (who shall notify “ROFO Exercise Period”), unless the Lenders) Advice states that the same has occurred. (b) Promptly upon satisfaction Offering Space became available because of a early termination of the condition specified in Section 429 (1) or (2) of Companies Act lease for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (Offering Space in which case the Company ROFO Exercise Period shall notify be forty five (45) days. During such ROFO Exercise Period Landlord shall permit Tenant to physically inspect the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant Expansion Space. Expansion Space accepted by Tenant shall be deemed to be “Accepted Expansion Space”. Notwithstanding anything herein to the City Codecontrary, Tenant shall have no Right of First Offer and Landlord need not provide Tenant with an Advice, if: (Xi) a summary of Tenant is in default under this Lease (beyond all applicable notice and grace periods) at the principal terms of this Agreement will be disclosed in time Landlord would otherwise deliver the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or Advice; or (ii) take the Premises, or permit to be taken any step as a result of which the cash portion more than 32% of the offer price stated in Premises, is sublet to other than a Related Entity at the Offer Document is, or may be required to be, increased beyond time Landlord would otherwise deliver the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time.Advice; or (diii) the Lease has been assigned to other than a Related Entity prior to the date Landlord would otherwise deliver the Advice; or (iv) neither Tenant nor a Related Entity is occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) the Offering Space is not intended for the exclusive use of Tenant or a Related Entity during the Term. The Company covenants and agrees that, in rights of Tenant hereunder with respect of the Offer, it will comply with the City Code (subject to any applicable waivers by Advice shall terminate on the Panel), earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the Financial Services Act 0000, xxe Companies Act ROFO Exercise Period and all other applicable laws relevant to (ii) the Offer in all material respects. (e) Unless to do so date Landlord would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress have provided Tenant an Advice if one or more of the Offer andconditions set forth above is satisfied, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level notice of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target which shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private companyconcurrently delivered to Tenant.

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice The Offering Partner shall submit to the Administrative Agent Offeree Partners a binding written offer (who shall notify the Lenders“Offer”) that to sell to the same has occurred. (b) Promptly upon satisfaction Offeree Partners the portion of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause its Partnership Interest proposed to be issued Transferred (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed“Offered Interest”), which makes reference to this Agreement or to some or all of shall be designated by the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement Initial Liquidation Value thereof if a Preferred Interest (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees thator, in respect of an Offered Interest other than a Preferred Interest, Capital Contributions relating thereto). The Offer shall include the cash price of the Offered Interest and any other terms of the proposed Transfer. Each Offeree Partner that is a Preferred Partner may provide a written notice (an “Offer Acceptance Notice”) to the Partnership within fifteen (15) Business Days after receipt of the Offer, it will comply with specifying all or a portion of such Offeree Partner’s pro rata share of the City Code (subject Offered Interest, based on its Percentage Interest relative to any applicable waivers by the Panel)Percentage Interests of all Offeree Partners that are Preferred Partners, that such Offeree Partner wishes to purchase on the terms of the Offer. To the extent that all Offeree Partners that are Preferred Partners do not elect to purchase their full pro rata share of the Offered Interest pursuant to the immediately preceding sentence, the Financial Services Act 0000remainder of the Offered Interest will be re-offered within five (5) Business Days to Offeree Partners that are Preferred Partners who elected to purchase their full pro rata share, xxe Companies Act and such Offeree Partners that are Preferred Partners shall have the right to purchase all or a portion of such remainder (based on the amount of such remainder that each such Offeree Partner offers to purchase relative to the other applicable laws such electing Offeree Partners) within ten (10) Business Days after receipt of such re-offer. To the extent that the Offeree Partners that are Preferred Partners do not elect to purchase all of the Offered Interest pursuant to the preceding sentence, the remainder of the Offered Interest will be re-offered to Offeree Partners that are not Preferred Partners (and including, for the avoidance of doubt, the Common Partners) (a “Secondary Re-offer”). Each Offeree Partner that is not a Preferred Partner may provide an Offer Acceptance Notice to the Partnership within one (1) day after receipt of the Secondary Re-offer, specifying all or a portion of such Offeree Partner’s pro rata share of the Offered Interest, based on its Percentage Interest relative to the Percentage Interests of all Offeree Partners that are not Preferred Partners, that such Offeree Partner wishes to purchase on the terms of the Offer. Any failure to make an election within the relevant time periods set forth herein shall be deemed to be an election not to purchase any portion of the Offered Interest under the relevant Offer, re-offer or Secondary Re-offer. (i) If the Offeree Partners elect to purchase the entire Offered Interest pursuant to the Offer Acceptance Notices (including the re-offer responses, if applicable), then the accepting Offeree Partners shall be required to purchase the entire Offered Interest in all material respectsthe amounts determined by the process described above. (eii) Unless If the Offeree Partners do not elect to do so would be a breach of any purchase the entire Offered Interest, then, subject to compliance with the other provision terms of this Section 5.08Agreement, the Company covenants and agrees that it will from time Offering Partner shall be free to time keep sell the Syndication Agent and the Administrative Agent informed as entire Offered Interest to the status and progress any Person at a price equal to or in excess of ninety-five percent (95%) of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer price set forth in the event that 120 Offer, during a period of one hundred and eighty (180) days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited Offer; provided, that, to the extent that the Common Partners provided an Offer Acceptance Notice specifying their desire to purchase a portion, but not all, of the Offered Interest, the Offering Partner shall use good faith efforts to request that the proposed purchase of such Offered Interest permit the Common Partners to participate in the purchase up to the amount of the Offered Interest specified in such Offer Acceptance Notice; provided, that the Offeree Partner shall have no obligation to allow the Common Partners to participate in the purchase of the Offered Interest if (A) the proposed purchaser of the Offered Interest declines to permit the Common Partners to so participate, or (B) such participation would adversely affect the terms (including price) of the proposed purchase. Except for Transfers to an Affiliate of such Partner, any subsequent Transfer by the Offering Partner, or any Transfer by the Offering Partner after such one hundred and re-registered as eighty (180) day period must comply with this Section 5.3 with a private companynew Offer.

Offer. (a) Promptly upon Subject to the occurrence terms and conditions of any lapse this Agreement, as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the public announcement of the execution of this Agreement, Parent or withdrawal Merger Sub will commence the Offer. Parent or Merger Sub will conduct the Offer in compliance in all material respects with applicable laws, accept and pay for Shares validly tendered and not withdrawn and consummate the Offer, all on the terms and subject to the conditions thereof, as soon as legally permissible. The initial expiration date of the Offer will be the 20th business day following the Offer. Subject to the conditions set forth in Exhibit 1.1, Parent or Merger Sub, as the case may be, will pay, as promptly as reasonably practicable after the expiration of the Offer for all Shares duly tendered and not withdrawn. Parent expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that no change may be made, without the consent of the Company, which decreases the price per Share or form of consideration payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, waives or reduces below a majority of the outstanding Shares on a fully diluted basis (as set forth in Exhibit 1.1) the Minimum Condition, imposes conditions to the Offer other than those set forth in Exhibit 1.1 or extends the Offer. Notwithstanding the foregoing, Parent may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date if, at the scheduled expiration date of the Offer, any of the conditions to Parent's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, or interpretation of the Securities and Exchange Commission (the "SEC") or the end staff thereof, applicable to the Offer or (iii) extend the Offer for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if as of such date all of the Certain Funds Period or the date the Offer is declared unconditional as conditions to acceptances or wholly unconditional or finally closed in accordance with the City CodeParent's obligations to accept for payment, and to pay for, the Company will give notice Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn, or purchased pursuant to the Administrative Agent Stockholder Agreements, pursuant to the Offer, is less than 90% of the outstanding Shares on a fully diluted basis (who shall notify the Lenders) that the same has occurredas set forth in Exhibit 1.1). (b) Promptly upon satisfaction On the date of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect commencement of the Offer, it Parent and Merger Sub will comply file with the City Code SEC, a Tender Offer Statement on Schedule 14D-1 (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase, a related letter of transmittal and the other documents used in the Offer (the "Offer Documents"). Parent and Merger Sub agree that the Schedule 14D-1, including the Offer Documents, shall comply in all material respects. (e) Unless to do so would be a breach respects with the requirements of any other provision the Securities Exchange Act of this Section 5.081934, the Company covenants and agrees that it will from time to time keep the Syndication Agent as amended, and the Administrative Agent informed as to the status and progress of the Offer rules and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (ai) Promptly upon Subject to the occurrence fulfillment of any lapse or withdrawal all of the Offer or conditions set forth in Section 55.B, Lessee shall have the end right to deliver a rejectable offer to Lessor (each, a "Rejectable Substitution Offer") to substitute a Substitute Property for a Property (1) if the terms of Section 20 of this Lease permit such substitution (each, a "Casualty/Condemnation Substitution"), (2) in the event of a breach of the Certain Funds Period FCCR if the provisions of Section 23.A(x) permit such substitution; or (3) at any time after the date fourth anniversary of the Offer is declared unconditional Effective Date, for any reason (each, a "Discretionary Substitution"); provided, however, that Lessee shall not have any such right if the substitution of the subject Property would cause Lessor to recognize income or gain from a "prohibited transaction" as to acceptances or wholly unconditional or finally closed in accordance with defined under Section 857(b)(6) of the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (bii) Promptly upon Each Rejectable Substitution Offer shall identify the proposed Substitute Property in reasonable detail and contain a certificate executed by a duly authorized officer of Lessee pursuant to which Lessee shall certify that in Lessee's good faith judgment such proposed Substitute Property satisfies as of the date of such notice, or will satisfy as of the date of the closing of such substitution, all of the applicable conditions to substitution set forth in this Section 55. Lessee agrees to deliver to Lessor all of the diligence information and materials contemplated by the provisions of Section 55.B of this Lease within thirty (30) days after the delivery to Lessor of a Rejectable Substitution Offer. (iii) Lessor shall have sixty (60) days from the delivery of a Rejectable Substitution Offer notice satisfying the requirements of the preceding subsection (ii) to deliver to Lessee written notice of its election to either accept or reject the Rejectable Substitution Offer. Lessor's failure to deliver such notice within such time period shall be deemed to constitute Lessor's acceptance of the Rejectable Substitution Offer. If Lessor accepts the Rejectable Substitution Offer or is deemed to have accepted the Rejectable Substitution Offer, then Lessee shall complete such substitution, subject, however, to the satisfaction of each of the condition specified applicable terms and conditions set forth in this Section 429 55. (iv) If Lessor rejects the Rejectable Substitution Offer pursuant to the preceding subsection (iii) for reasons other than that, in Lessor's reasonable judgment, the proposed Substitute Property would not have satisfied the applicable substitution conditions set forth in this Section 55, then: (1) or if such rejected Rejectable Substitution Offer was made with respect to a Casualty/Condemnation Substitution, the provisions of Section 20.D(vi) and Section 20.F shall be applicable; and (2) if such rejected Rejectable Substitution Offer was made with respect to a breach of Companies Act for giving the FCCR (pursuant to Section 23.A(x)) or a notice Discretionary Substitution, this Lease shall terminate with respect to the Property which Lessee proposed to replace on the next scheduled Base Monthly Rental payment date (the "Early Substitution Termination Date"), provided that Lessee has paid to Lessor all Rental and all other Monetary Obligations then due and payable under this Lease as of such Early Substitution Termination Date. On the Early Substitution Termination Date, and provided that Section Lessee shall have paid to Lessor all Rental and other Monetary Obligations then due and payable under this Lease as of the Early Substitution Termination Date: (I) the Base Annual Rental then in respect effect shall be reduced by an amount equal to the product of any Shares (x) a fraction, the numerator of which is the original purchase price allocated to such Property, and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text denominator of which has not been previously approved by is the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or original purchase price for all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer DocumentProperties, and (Yy) this Agreement will be available for public inspection while the Offer remains open for acceptanceBase Annual Rental then in effect; and (II) or (ii) take or permit to be taken any step all obligations of Lessor and Lessee shall cease as a result of which the cash portion of the offer price stated Early Substitution Termination Date with respect to such Property; provided, however, Lessee's obligations to Lessor with respect to such Property under any indemnification provisions of this Lease with respect to such Property (including, without limitation, Sections 15.J and 18 of this Lease) and Lessee's obligations to pay any Monetary Obligations (whether payable to Lessor or a third party) accruing under this Lease with respect to such Property prior to the Early Substitution Termination Date shall survive the termination of this Lease with respect to such Property or otherwise. Notwithstanding any provision contained in this Section 55.A(iv), this Lease shall continue in full force and effect with respect to all other Properties other than the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers Property being replaced by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respectsSubstitute Property. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice The offer to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved Seller constituted by the Syndication Agent Purchaser having signed this Agreement shall be irrevocable and the Administrative Agent (which such approval shall may not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required withdrawn except by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant written notice sent to the City CodeSeller by registered post, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agreeswhich, in any event, may not be given prior to give notice to lapse the Offer in the event that 120 expiry of a period of 30 (Thirty) calendar days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after from the date of signature by the Offer becomes Purchaser. Signed at on this day of 201 2. SELLER 2. PURCHASER (1) / PURCHASER (2) / SPOUSE AS WITNESSES: 2. ESTATE AGENT 1. A certified copy of the Purchaser’s Identity document, Marriage Certificate, Antenuptial Contract or Divorce order (if applicable) or, if married in community of property, also a certified copy of the Identity document of the Purchaser’s spouse; 2. A certified copy of a Utility Xxxx addressed to the Purchaser’s residential address (not postal address), or alternatively a Sworn Affidavit that the Purchaser currently reside at the said address; 3. A certified copy of a document issued by SARS reflecting the Purchaser’s Income Tax Number; 4. A cancelled cheque or particulars of the Purchaser’s Bank account certified by his Bankers. Documents which can be used for verification (not older than 3 months): Bank statement / Rental agreement / Municipal account / Bond account statement / Telkom account / SARS return or IRP5 / Insurance policy / Salary advice / Motor license / Correspondence by body corporate of sectional title scheme CLOSE CORPORATIONS / COMPANIES / TRUSTS: Certified copies of the latest: CLOSE CORPORATION (CC): Certificate of Incorporation and Founding Statement, both of which must have the Registrar of Close Corporation’s stamp and be signed by a member; COMPANY: Certificate of Incorporation (CM1), Notice of Registered Office and Postal Address (CM22), both bearing the Registrar of Company’s stamp and be signed by the Secretary of the Company; TRUSTS: Trust Deed or other founding document and Master’s Letter of Authority’ and ALWAYS THE FOLLOWING: 1. A certified copy of all members’/directors’/trustees’ Identity documents, Marriage certificates, Antenuptial contracts or Divorce orders (if applicable) or if married in community of property, a certified copy of the Identity document of such member’s/ director’s/ trustee’s spouse; 2. A certified copy of a Utility Xxxx addressed to the CC’s /company’s / trust’s physical address (not postal address), or alternatively a Sworn Affidavit that the said address is declared unconditional currently the CC’s / company’s / trust’s physical business address; 3. A certified copy of a document issued by SARS reflecting the CC’s / company’s / trust’s Income Tax Number; 4. A cancelled cheque or particulars of the CC’s / company’s / trust’s Bank account certified by the CC’s / company’s / trust’s Bankers; 5. A certified copy of the resolution in all respects terms of which the Target shall be removed property was purchased. ANNEXURE F - RESOLUTION Extracts from the Official List minutes of a meeting of: Registration No.: (the London Stock Exchange Limited and re-registered as a private company.“Company”) Held at on WHEREAS the Company has decided to purchase the following Property: Xxxxxxx , Xxxxxxxx , Xxxxxxx Xxxx Xxxxxxxx (the “Property”) For an amount of

Offer. (a) Promptly upon 5.1 Each Underwriter hereby, severally and not jointly, confirms to the occurrence Company, the Selling Shareholders and to the other Underwriters, that, subject to Clauses 2.2 and 5.3 of any lapse or withdrawal this Agreement, to the extent of the Offer or valid Bids procured by it, in its capacity as an Underwriter (including valid Bids procured by its respective sub-syndicate members) in the end of the Certain Funds Period or the date the Offer is declared unconditional as Offer, in relation to acceptances or wholly unconditional or finally closed which Equity Shares are proposed to be Allocated in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will and the Offer Documents, it shall only be responsible for ensuring completion of the subscription or the purchase in respect of such valid Bids and not for valid Bids procured by other Underwriters (or the respective sub-syndicate members of such Underwriters), in the manner set forth in this Clause 5. For the purpose of this Agreement, “valid Bids” shall mean such Bids made during the Bid/Offer Period which are not liable to be rejected on any of the grounds disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while Documents or Applicable Laws. The Company confirms that it shall allocate all of the Equity Shares offered through the Offer remains open to successful Bidders including the successful Bidders procured by the Underwriters in terms of the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and Applicable Law. 5.2 It is clarified that the Underwriters have not and will not be deemed to have procured Bids by Anchor Investors procured by the Book Running Lead Managers, or those ASBA Bids which have been procured by the SCSBs themselves or by the Registered Brokers, Collecting Depository Participants and RTAs and will not be responsible for acceptancewithdrawal or incompleteness of any ASBA Bid arising due to the negligence, misconduct, fraud or default by the SCSBs or the Sponsor Bank. It is also clarified that the Underwriters shall not have any obligation to procure subscribers for (pursuant to their underwriting obligations) or subscribe to themselves any Equity Shares in respect of Bids that have been submitted by QIBs in the Net QIB Portion. 5.3 Each Underwriter, in respect of Bidders who have submitted their valid Bids to such Underwriter directly, severally and not jointly, confirms that, subject to Clause 2.2 of this Agreement, in the event that a Syndicate ASBA Bidder submits its valid Bid to an Underwriter (iiincluding Bids submitted to the respective sub-syndicate members) take or permit to be taken at any step as a result of which the cash portion of the offer price stated Specified Locations (other than Anchor Investor Bids or Bidders who have submitted their Bids directly to the SCSBs, CDPs or RTAs or Registered Brokers) and who is allocated Equity Shares in the Offer Document isOffer, or may be required to be, increased beyond defaults in the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, performance of its payment obligations in respect of the Offer, it will comply after the Bid/Offer Closing Date due to insufficiency of funds in the relevant ASBA Account (excluding defaults due to negligence, misconduct or default by the relevant SCSB or the Sponsor Bank), then such Equity Shares shall first be allocated to other Bidders where there is excess subscription in the same category or any other category in which there is any excess subscription in accordance with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent SEBI ICDR Regulations and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent Preliminary Offering Memorandum and the Administrative Agent reasonable details as to the current level of acceptances of the Offer Red Xxxxxxx Prospectus, and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer only in the event that 120 days after Announcement Date such Equity Shares cannot be allocated to other Bidders or if such other Bidders also default in the performance of their payment obligations in respect of the Offer, then the Underwriter that procured the Bid from the Syndicate ASBA Bidder that first defaulted in the performance of its obligations shall make a payment, or cause the payment, of the Offer Price in respect of such Equity Shares to the Escrow Account(s) as soon as reasonably practicable (following the receipt of the notice referred to in Clause 6.1(a) but prior to finalisation of the Basis of Allotment by the Designated Stock Exchange) following which Equity Shares shall be Allotted to the relevant Underwriter or to the investor procured by such Underwriter. For the avoidance of doubt, the Underwriters shall not be liable under the terms of this Agreement for any default in the blocking of funds in the relevant ASBA Account other than solely and directly due to insufficiency of funds in the relevant ASBA Account. 5.4 The obligations, representations, warranties, undertakings and liabilities of the Underwriters under this Agreement, including, to procure subscribers or purchasers for, or subscribe to or purchase themselves the Equity Shares at the Offer Price in accordance with Clause 5 shall be several and not joint. Except as provided in Clause 5.3 above, each Underwriter shall be liable only for its own acts and omissions (including of its respective sub-syndicate members) and not for the acts or omissions of any other Underwriter (or their respective sub-syndicate members). In the event that any Underwriter discharges (“Discharging Underwriter”) any underwriting obligations on behalf of any other defaulting Underwriter (or their respective Sub-Syndicate Members) pursuant to Clause 5 hereof (for the purposes of this Clause 5 and Clause 6 hereof, the “Defaulting Underwriter”), such Discharging Underwriter shall have full recourse to such Defaulting Underwriter (or their respective sub-syndicate members) towards the liability so discharged by the Discharging Underwriter without any participation or involvement required by, or liability of, the Company, the Selling Shareholders or other Underwriters. For the avoidance of doubt, the underwriting and selling commission and any other commissions or fees, expenses and applicable taxes (including as stipulated under Clause 7 of this Agreement) and expenses as specified in the Fee Letter (“Underwriting Fees”), in respect of Equity Shares for which a Discharging Underwriter discharges underwriting obligations of any Defaulting Underwriter shall be payable to the Discharging Underwriter and not to such Defaulting Underwriter. For avoidance of doubt, it is clarified that the Parties agree that, subject to the provisions of this Agreement, in the event that KSL fails to discharge its underwriting obligations under Clause 5, the underwriting obligations of KSL under Clause 5 shall be discharged by Kotak. 5.5 Notwithstanding any recourse that may be available to a Discharging Underwriter under Clause 5.4, in the event that a Discharging Underwriter underwrites and/or procures subscription to the extent of any shortfall in the underwriting obligations of any such Defaulting Underwriter under this Agreement, then, such Discharging Underwriter shall have a put option against such Defaulting Underwriter in respect of such Equity Shares constituting the shortfall in such Defaulting Underwriter’s underwriting obligations. Upon exercise by a Discharging Underwriter of the put option by a notice in writing at any time after purchase of the Equity Shares, such Defaulting Underwriter shall be obliged to purchase such Equity Shares to the extent of the shortfall in its underwriting obligation from the respective Underwriter at the Offer Price on the Working Day immediately following receipt of the notice. 5.6 In the event of a failure of any Defaulting Underwriter to fulfill its obligations under the put option under Clause 5.5, a Discharging Underwriter may, at its discretion, in addition to and without prejudice to the remedies available to it under Applicable Law, shall be entitled to sell or dispose of the Equity Shares (representing the shortfall in the underwriting obligations of such Defaulting Underwriter) to any person or generally in the market or otherwise at a price realizable by such Discharging Underwriter, and in the event that the proceeds from the sale of such Equity Shares is less than cost of the Equity Shares purchased by it or a Discharging Underwriter has not been declared wholly unconditional as able to acceptancessell or dispose of some or all of such Equity Shares, unless such Defaulting Underwriter shall fully indemnify and hold the Required Lenders agree in their absolute discretion to extend Discharging Underwriter harmless from and against any such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List loss on account of the London Stock Exchange Limited sale or retention of some or all of such Equity Shares, including any costs or expenses incurred by such Discharging Underwriter on such purchase and re-registered as a private companysale.

Offer. 2.1 As set out in Clause 1.1 of the Agreement, Microsoft shall issue the Offer to the holders of Navision Shares, at each holder’s election, to either (ai) Promptly upon sell their Navision Shares to Microsoft for cash of DKK 300 per share or (ii) exchange Navision Shares for Microsoft Shares as described in the occurrence Offer Document. 2.2 The obligation of Microsoft to acquire the Navision Shares tendered pursuant to the Offer shall be subject only to the Agreement not having been terminated pursuant to Clause 4 of this Schedule 2 and to the satisfaction or waiver (if permissible under the Agreement and applicable law) of the Minimum Condition and the conditions set forth in Clause 3 of this Schedule 2 (collectively, the “Offer Conditions”). The Minimum Condition is the Offer condition that such number of Navision Shares which in the aggregate represent more than 90% of the Share Capital shall have been validly tendered, not withdrawn, and available for purchase or exchange immediately prior to the Closing Date. Share Capital includes (i) all issued and outstanding Navision Shares, (ii) any Navision Shares to be issued by reason of the exercise on or before the Closing Date of any lapse option or withdrawal warrant to subscribe to Navision Shares, and excludes (iii) all Navision Shares owned by Navision and not tendered. The Offer shall not be amended without the written consent of Navision, except that Microsoft, in each case without the prior written consent of Navision, may (i) increase the consideration to be paid by Microsoft in the Offer, (ii) waive the Offer Conditions, (iii) extend the Offer pursuant to Clause 2.3 below, and (iv) replace the Offer with a new or replacement Offer, as long as the financial terms are at least as favourable as the terms of the initial Offer. If Microsoft waives the Minimum Condition, Microsoft may only do so after 3 July 2002. 2.3 The expiration date of the Offer shall initially be 5 July 2002 (such date, as it may be extended as provided herein, the “Offer Expiration Date”). The Offer may be extended by Microsoft from time to time thereafter until the earliest of (i) the maximum period permitted under Order No. 827 or as otherwise required by the end Order No. 827, (ii) the close of business (Copenhagen Time) on the day on which Microsoft has publicly announced that all of the Certain Funds Period Offer Conditions shall have been satisfied or that they have been duly waived and (iii) such time as the date Agreement is terminated in accordance with Clause 4 of this Schedule. Subject to the terms and conditions of the Offer, at three Business Days following the Offer is declared unconditional Expiration Date, and provided all conditions including the Offer Conditions for the Offer have been fulfilled or waived on such date, Microsoft shall accept for exchange and shall purchase or exchange all Navision Shares validly tendered and not withdrawn and shall effect the purchase or exchange in accordance with applicable law (the earliest date that Microsoft shall accept Navision Shares for purchase/exchange being herein referred to as the “Closing Date”). 2.4 No fractional Microsoft Shares will be issued and such fractional interest shall not entitle the owner thereof to acceptances vote or wholly unconditional or finally closed to any rights as a security holder of Microsoft Shares. In lieu of any such fractional shares, each Navision shareholder otherwise entitled to a fraction of a Microsoft Share will be entitled to receive a cash payment as reasonably calculated by Microsoft representing the value of such fractional Microsoft Share such Navision shareholder would be entitled to if such shareholder had accepted the cash Offer for such Navision Shares entitling to a fractional Microsoft Share. 2.5 The Offer shall be conducted in accordance with Danish and other applicable laws and regulations, and the Offer shall be made by means of the Offer Document prepared in accordance with the City Code, relevant provisions of Danish law. The Offer Document shall be accompanied by the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction recommendation of the condition specified in Section 429 (1) or (2) Board of Companies Act for giving a notice under Directors of Navision that Section in respect holders of any Navision Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of accept the Offer and such other matters relevant to tender their Navision Shares into the Offer as the Syndication Agent and the Administrative Agent may reasonably requestOffer. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. From Closing until the earlier of (ax) Promptly the five-year anniversary of the Issue Date and (y) the date on which the Holders no longer beneficially owns 50% or more of the number of Xxxxx Warrants issued on the Issue Date (or the respective Warrant Shares issued in connection with the exercise of the Xxxxx Warrants), the Company shall not issue any Common Securities to any Person, unless the Company offers the right (the “Participation Right”) to each Holder to purchase its Participation Amount (as defined below) of such Common Securities at the same price per security (payable in cash) and otherwise upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional same terms and conditions as those offered to acceptances or wholly unconditional or finally closed such Person in accordance with the City Codeprocedures set forth in this Section 6.1; provided that Participation Rights shall not be applicable to the issuance of Common Securities: (i) issued as consideration pursuant to bona fide acquisitions of securities or material assets or business of another Person, including any Subsidiary, division or business line thereof (in each case, other than any Affiliates of the Company), by the Company or any of its Subsidiaries, (ii) issued to directors, officers, employees or consultants pursuant to any Approved Stock Plan, (iii) pursuant to a stock split, stock dividend or similar transaction in which all holders of Common Stock (or Common Securities convertible for shares of Common Stock) are treated equally on a pro rata basis, and (iv) pursuant to the payment of paid in kind interest on convertible indebtedness incurred by the Company or any of its Subsidiaries, (v) pursuant to the conversion, exchange or exercise of a Common Security that is either (A) outstanding on the Issue Date in accordance with the terms in effect on the Issue Date, including the Warrants, or (B) outstanding after the Issue Date as long as, in the case of clause (B), the Company will give notice Holders have had an opportunity to exercise their Participation Rights with respect to the Administrative Agent underlying Common Security or such Common Security was issued pursuant to clause (who shall notify the Lenders) that the same has occurred. i), (b) Promptly upon satisfaction of the condition specified in Section 429 (1ii) or (2iv) of Companies Act for giving a notice this sentence and (vi) pursuant to an offering of the type described in clause (i) of the definition of “Public Sale” of Common Securities. In connection with any Public Sale of Common Securities by the Company during any period when the Holders are entitled to Participation Rights under that this Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects6.1, the Company shall (a) implement the procedures set out use its reasonable best efforts to facilitate such Holders’ participation in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant Public Sale to the City Code, extent such Holders would have had Participation Rights in such Public Sale but for the provision of clause (Xvi) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to timepreceding sentence. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) Promptly upon that the occurrence Asset Sale Offer is being made pursuant to this Section 4.08 and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any lapse Note not tendered or withdrawal accepted for payment shall continue to accrete or accrue interest; (d) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest on and after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the end name of the Certain Funds Period or Holder, the date principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer is declared unconditional Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and (i) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to acceptances the unpurchased portion of the Notes surrendered (or wholly unconditional transferred by book-entry transfer). On or finally closed before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Section 4.08. The Company, the Syndication Agent and Depository or the Administrative Agent from time to time. (d) The Company covenants and agrees thatPaying Agent, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent case may reasonably request. (f) The Company covenants and agreesbe, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.promptly

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal 5.1 Each Underwriter hereby, severally and not jointly, confirms to each of the Offer or Company, the end Promoter Selling Shareholder and to the other Underwriters that, subject to Clauses 2.2 and 5.2, to the extent of the Certain Funds Period or the date valid Bids procured by it in its capacity as an Underwriter (including valid Bids procured by its respective Sub-Syndicate Members, if any) in the Offer is declared unconditional as in relation to acceptances or wholly unconditional or finally closed which Equity Shares have been allocated in accordance with the City Codeterms of this Agreement and the Offer Documents, each such Underwriter shall only be responsible for ensuring completion of the subscription or purchase in respect of such Bids and not for Bids procured by other Underwriters (or Bids procured by the respective Sub-Syndicate Members of such Underwriters) in the manner set forth in this Clause 5. The Company confirms that it shall allocate all of the Equity Shares offered through the Offer to successful Bidders including the successful Bidders procured by the Underwriters in terms of the Red Xxxxxxx Prospectus, the Company Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and Applicable Law. In accordance with Regulation 40(2) of the SEBI ICDR Regulations, any Bids by QIBs in the QIB Portion will give notice not be underwritten. For the purpose of this Agreement, “valid Bids” shall mean such Bids made during the Bid/Offer Period which are not liable to be rejected on any of the Administrative Agent (who shall notify grounds disclosed in the Lenders) that the same has occurredOffer Documents or Applicable Laws. (b) Promptly upon satisfaction 5.2 Each Underwriter severally and not jointly agrees that, subject to Clause 2.2, in the event a Syndicate ASBA Bidder submitting its Bid to an Underwriter, who is allocated Equity Shares in the Offer, defaults in its payment obligations in respect of the condition specified Offer (excluding defaults due to negligence, misconduct or default by the SCSBs) through any default in Section 429 (1) or (2) blocking of Companies Act for giving a notice under that Section funds solely and directly due to insufficiency of funds in the relevant ASBA Account, such Equity Shares shall first be allocated to other Bidders in respect of any Shares excess subscription in the same category as in which the default occurs or in any other category in which there is any excess subscription in accordance with the SEBI ICDR Regulations and the Offer becoming Red Xxxxxxx Prospectus or being declared unconditional in all respectsPreliminary Offering Memorandum, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding and only if no such other Bidders are allocated such Equity Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any if such other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed Bidders also default in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result performance of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, their payment obligations in respect of the Offer, it will comply the Underwriter that procured the Bid from the Syndicate ASBA Bidder that first defaulted in the performance of its obligations and whose identification 5.3 Notwithstanding anything contrary contained in this Agreement, in the event Sharekhan, Nuvama, ESPL or SSSIL fails to discharge its underwriting obligations under Clause 5.2 above, the same shall be discharged by DAM Capital, Edelweiss, Equirus or Systematix, respectively in accordance with the City Code (subject procedure set out in Clause 6 following the receipt of the notice referred to any applicable waivers by in Clause 6.1. 5.4 The obligations, representations, warranties, undertakings and liabilities of the Panel)Underwriters under this Agreement, including to procure subscribers or purchasers for, or subscribe to or purchase themselves, the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to Equity Shares at the Offer Price in all material respects. accordance with this Clause 5 shall be several and not joint. Subject to this Clause, each Underwriter shall be liable only for its own acts and omissions (eincluding the acts and omissions of its respective sub-syndicate members) Unless to do so would be a breach and not for the acts and omissions of any other provision Underwriter. In the event that any Underwriter discharges (“Discharging Underwriter”) any underwriting obligations of any other defaulting Underwriter pursuant to Clause 5 hereof (for the purposes of this Section 5.08Clause 5 and Clause 7 hereof, the Company covenants “Defaulting Underwriter”), such Discharging Underwriter shall have full recourse to such Defaulting Underwriter without any participation or involvement required by, or liability of, the Company, the Promoter Selling Shareholder or the other Underwriters. For the avoidance of doubt, the underwriting and agrees that it will from time to time keep the Syndication Agent selling commission and the Administrative Agent informed as any other commissions or fees, expenses and applicable taxes (“Underwriting Fees”), in respect of Equity Shares for which a Discharging Underwriter discharges underwriting obligations of any Defaulting Underwriter, shall be payable to the status Discharging Underwriter and progress not to such Defaulting Underwriter. 5.5 In the event of a failure of any Defaulting Underwriter to fulfill its obligations, a Discharging Underwriter, at its discretion in addition to and without prejudice to the remedies available to it under Applicable Law, shall be entitled to sell or dispose of the Offer and, Equity Shares (representing the shortfall in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances underwriting obligations of the Offer Defaulting Underwriter) to any person or generally in the market or otherwise at a price realizable by it, and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer proceeds from the sale of such Equity Shares is less than cost of the Equity Shares purchased by it or a Discharging Underwriter has not been declared wholly unconditional as able to acceptancessell or dispose of some or all of such Equity Shares, unless such Defaulting Underwriter shall fully indemnify and hold the Required Lenders agree in their absolute discretion to extend Discharging Underwriter harmless from and against any such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List loss on account of the London Stock Exchange Limited sale or retention of some or all of such Equity Shares, including any costs or expenses incurred by such Discharging Underwriter on such purchase and re-registered as a private companysale.

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal 5.1 Each of the Offer or Underwriters hereby confirms to the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City CodeSelling Shareholder, the Company will give notice and the other Underwriters that, to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction extent of the condition specified Bids procured by it (or, with respect to Bids procured by , and on behalf of _, and respectively), in Section 429 its capacity as an Underwriter (1including Bids procured by any respective sub-syndicate members) or (2) in the Offer, each such Underwriter shall be fully responsible for ensuring completion of Companies Act for giving a notice under that Section the subscription in respect of any such Bids only and not for Bids procured by other Underwriters (or the respective sub-syndicate members of such Underwriters), including ensuring full payment of the Bid Amounts in respect of the Equity Shares for which such Bids are made, in the manner set forth in this Section 5. The Selling Shareholder and the Company hereby confirm that they shall allocate all the Equity Shares, offered through the Offer becoming or being declared unconditional to successful Bidders, as set forth in all respects, the Company shall (a) implement RHP and the procedures set out in Section 429 et seqProspectus. of It is clarified that the Companies Act Underwriters have not and will not be deemed to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicablehave procured Bids from ASBA Bidders. (c) The Company covenants and agrees that without 5.2 In the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue event one or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved more Bidders for Bids procured by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed an Underwriter default in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result performance of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, their obligations in respect of the Offer, it will comply with including but not limited to: (a) the City Code default in full and timely payment of the Bid Amounts in respect of the Equity Shares for which the Bidder has placed a Bid and received the CAN in respect of such Bid; or (subject to any applicable waivers b) the withdrawal of a Bid (other than QIB Bids after the closure of the Offer), in respect of which an allocation of Equity Shares has been made, by the Panel)Bidder prior to Allotment; such Equity Shares shall first be allocated to Bidders in respect of any excess subscription in the same category as in which the default occurs or in any other category in which there is any excess subscription, and only if such Bidders which have been allocated such Equity Shares default in the performance of their obligations in respect of the Offer as described in this Section 5.2, the Financial Services Act 0000Underwriter that procured the Bid from such Bidder (including Bids procured by such Underwriter‟s sub-syndicate members) shall make a payment, xxe Companies Act and all other applicable laws relevant or cause the payment of the Bid Amounts in respect of such Equity Shares to the Escrow Account for the Offer immediately upon receipt of the notice referenced in all material respectsSection 7.1 of this Agreement. If less than 60% of the Net Offer amount is allocated to QIBs then the entire application money will be refunded forthwith. 5.3 In the event of the failure by , , to discharge their underwriting obligations under Section 5.2, the same shall be discharged by , , (a) In the event that any Book Running Lead Manager discharges any underwriting obligations on behalf of any defaulting Syndicate Member pursuant to the terms of this Section 5, such Book Running Lead Manager shall have full recourse to such defaulting Syndicate Member (“Defaulting Member”) without any participation or involvement required by, or liability of, the Company. (eb) Unless In the event that any Book Running Lead Manager underwrites and/or procures subscription to do so would be a breach the extent of any other provision shortfall in the underwriting obligations of any Defaulting Member under this Section 5.08Agreement, then such Book Running Lead Manager shall have a put option against such Defaulting Member in respect of such Equity Shares constituting the shortfall in the Defaulting Member‟s underwriting obligation. Upon exercise by the Book Running Lead Manager of the put option by a notice in writing at any time after subscription, the Company covenants and agrees that it will from time Defaulting Member shall be obliged to time keep purchase the Syndication Agent and the Administrative Agent informed as Equity Shares to the status and progress extent of shortfall in its underwriting obligation from the Book Running Lead Manager at the Offer Price on the Working Day immediately following receipt of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestnotice. (fc) The Company covenants and agreesIn the event of a failure of any Defaulting Member to fulfill its obligations under the put option under Section 5.4(b) above the Book Running Lead Manager, which underwrites and/or procures subscription to the extent of any shortfall in the underwriting obligations of such Defaulting Member, in addition to and without prejudice to the remedies available to it under Law, shall be entitled to sell or dispose of the Equity Shares (representing the shortfall in the underwriting obligations of such Defaulting Member) to any eventperson or generally in the market or otherwise at a price realizable by such Book Running Lead Manager, to give notice to lapse the Offer and in the event that 120 days after Announcement Date the proceeds from the sale of such Equity Shares is less than the cost of the Equity Shares purchased or subscribed by it or the Book Running Lead Manager has not sold some or all of such Equity Shares, such Defaulting Member shall fully indemnify and hold the Book Running Lead Manager harmless from and against any such loss on account of the sale or retention of some or all of such Equity Shares, including any costs or expenses incurred by the Book Running Lead Manager on such subscription/purchase and sale. 5.5 The Underwriters shall discharge their respective underwriting obligations in this Section 5 by payment of their respective underwriting amounts to the Public Offer Account within one Working Day from the date of receipt of the notice by the Registrar to the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree referenced in their absolute discretion to extend such periodSection 7.3 below. (g) 5.6 The Company covenants and agrees obligations of the Underwriters to procure thatpurchasers for, or purchase themselves, the Equity Shares at the Bid Amounts in accordance with this Section 5 shall be several and not joint. Except as soon as legally provided in Section 5.3, each Underwriter shall be liable only for its own acts and practically possible after omissions (including acts and omissions of its respective sub-syndicate members) and not for the date acts and omissions of the other Underwriters (or its respective sub-syndicate members). 5.7 For the avoidance of doubt, the Offer becomes or is declared unconditional in all respects being made pursuant to Rule 19(2)(b) of the Target Securities Contracts (Regulation) Rules, 1957 and at least 60% of the Net Offer shall be removed from allotted to QIBs. It is further clarified that the Official List Offer is underwritten to the extent of the London Stock Exchange Limited bids procured by the Underwriters, subject to Regulation 13 (2) and re-registered as a private company.Schedule XI, Part A, 4 of the

Offer. Not fewer than fifteen (a15) Promptly upon business days ----- prior to the occurrence of any lapse or withdrawal consummation of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City CodeIssuance, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and (the Offer becoming or being declared unconditional in all respects, the Company "Preemption ---------- Notice") shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of furnished by the Company to issue) any press release or other written public statement, each holder of Mezzanine ------ Securities (the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval "Preemptive Purchaser Offerees"). The Preemption ----------------------------- Notice shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of include the principal terms of this Agreement the proposed Issuance, including without limitation the amount and kind of Subject Securities to be included in the Issuance, the percentage of the total number of shares of Common Stock outstanding on a fully-diluted basis as if all shares of Common Stock issuable upon exercise of Options held by any Person were issued and outstanding that the Subject Securities proposed to be sold represent (calculated, in the case of any Subject Securities that are Options or other convertible instruments on the basis of the number of shares of Common Stock issuable upon immediate exercise or conversion of such Subject Securities), the maximum and minimum price per unit of such Subject Securities (which maximum price shall not exceed the minimum price by more than 110%), the name of the Persons to whom the Subject Securities will be disclosed Issued (the "Proposed -------- Buyers"), any other material terms of the proposed Issuance and will ------ include: (a) in the Offer Document, and case of any proposed Issuance of Subject Securities described in clause (Y) this Agreement will be available for public inspection while the Offer remains open for acceptancei) or (ii) take or permit of the first paragraph of Section 8, an offer by the Company to Issue to, and at the option of, such Preemptive Purchaser Offeree, a percentage of the Subject Securities equal to the portion that the total number of shares of Common Stock held by such Preemptive Purchaser prior to such proposed Issuance represents as a percentage of the total number of shares of Common Stock outstanding as of immediately prior to giving effect to such Issuance (in each case not including any portion of such Subject Securities and calculated on a fully diluted basis as if all shares of Common Stock issuable upon exercise of Options held by any Person were issued and outstanding; such portion being referred to herein as the "Basic Preemptive Portion"); and ------------------------ (b) only in the case of any proposed Issuance of Subject Securities described in clause (ii) of the first paragraph of Section 8, if and solely to the extent such proposed Issuance together with any previous Issuances described in such clause (ii) does not exceed an aggregate purchase price of $3,000,000, an offer by the Company to Issue to, and at the option of, such Preemptive Purchaser Offeree, a portion (the "Special Preemptive Portion") of the Shares to be taken issued -------------------------- in such Issuance equal to the number obtained by multiplying: (i) the lesser of (A) the number obtained by dividing (x) $3,000,000 minus the aggregate purchase price received by the Company in any step as prior Issuance of Subject Securities described in clause (ii) of the first paragraph of Section 8 by (y) the per Share price to be received by the Company in such Issuance or (B) the total number of Shares of Subject Securities being offered in such Issuance; times (ii) a result fraction, the numerator of which is the cash total number of shares of Common Stock held by such Preemptive Purchaser Offeree prior to such proposed Issuance and the denominator of which is the total number of shares of Common Stock held by all Preemptive Purchaser Offerees prior to such proposed Issuance (in each case not including any portion of such Subject Securities and calculated on a fully diluted basis as if all shares of Common Stock issuable upon exercise of Options held by any Person were issued and outstanding); provided, however, that in any case where the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Companypreceding clause (b) is -------- ------- applicable, the Syndication Agent and the Administrative Agent from time provisions of clause (b) shall apply prior to time. (d) The Company covenants and agrees that, in respect application of the Offerprovisions of clause (a) above. The Basic Preemptive Portion plus, it will comply if applicable, the Special Preemptive Portion allocable to any Preemptive Purchaser Offeree in accordance with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision foregoing provisions of this Section 5.08, 8.1.1 is referred to herein as the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as "Preemptive Portion." Subject to the status provisions of this Section ------------------ 8, any and progress all offers to issue to any Preemptive Purchaser Offeree its preemptive Portion of Subject Securities shall be on the Offer andsame terms and conditions, in particular, will from time with respect to time upon request give each unit of Subject Securities issued to the Syndication Agent and the Administrative Agent reasonable details Preemptive Purchaser Offerees, as apply to the current level of acceptances of the Offer and such other matters relevant Proposed Buyers with respect to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestunits of Subject Securities to be issued to them in such Issuance. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (a) Promptly upon 5.1 The Underwriter hereby confirms to the occurrence Company and the Selling Shareholders that, subject to Clause 2.2 of any lapse or withdrawal this Agreement, to the extent of the Offer or valid Bids procured by it, in its capacity as an Underwriter (including valid Bids procured by its sub-syndicate members) in the end of the Certain Funds Period or the date the Offer is declared unconditional as Offer, in relation to acceptances or wholly unconditional or finally closed which Equity Shares are proposed to be Allocated in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will and the Offer Documents, it shall only be responsible for ensuring completion of the subscription or the purchase in respect of such valid Bids in the manner set forth in this Clause 5. For the purpose of this Agreement, “valid Bids” shall mean such Bids made during the Bid/Offer Period which are not liable to be rejected on any of the grounds disclosed in the Offer DocumentDocuments or Applicable Laws. 5.2 It is clarified that the Underwriter has not and will not be deemed to have procured Bids by Anchor Investors procured by the Lead Manager, or those ASBA Bids which have been procured by the SCSBs themselves or by the Registered Brokers, Collecting Depository Participants and RTAs and will not be responsible for withdrawal or incompleteness of any ASBA Bid arising due to the negligence, misconduct or default by the SCSBs or the Sponsor Bank. It is also clarified that the Underwriter shall not have any obligation to procure subscribers for (Y) this Agreement will be available for public inspection while the Offer remains open for acceptancepursuant to their underwriting obligations) or subscribe to themselves any Equity Shares in respect of Bids that have been submitted by QIBs in the Net QIB Portion. 5.3 The Underwriter, in respect of Bidders who have submitted their valid Bids to such Underwriter directly, confirms that, subject to Clause 2.2, in the event that a Bidder submits its valid Bid to the Underwriter (iiincluding Bids submitted to the sub-syndicate members) take or permit to be taken at any step as a result of which the cash portion of the offer price stated Specified Locations (other than Anchor Investor Bids or Bidders who have submitted their Bids directly to the SCSBs, CDPs or RTAs or Registered Brokers) and who is allocated Equity Shares in the Offer Document isOffer, or may be required to be, increased beyond defaults in the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, performance of its obligations in respect of the Offer, it will comply after the Bid/ Offer Closing Date solely and directly due to insufficiency of funds in the relevant ASBA Account (excluding defaults due to negligence, misconduct or default by the relevant SCSB or the Sponsor Bank), then such Equity Shares shall first be allocated to other Bidders where there is excess subscription in the same category or any other category in which there is any excess subscription in accordance with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent SEBI ICDR Regulations and the Administrative Agent informed as to the status Red Xxxxxxx Prospectus, and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer only in the event when such Equity Shares cannot be allocated to other Bidders or if such other Bidders also default in the performance of their payment obligations in respect of the Offer, then the Underwriter that 120 days after Announcement Date procured the Bid from the Bidder that first defaulted in the performance of its obligations in accordance with this Clause shall make a payment, or cause the payment of, the Offer has not been declared wholly unconditional as Price in respect of such Equity Shares to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (gEscrow Account(s) The Company covenants and agrees to procure that, as soon as legally and practically possible after reasonably practicable (following the date receipt of the Offer becomes or is declared unconditional notice referred to in all respects Clause 6.1 but prior to finalisation of the Target Basis of Allotment by the Designated Stock Exchange) following which Equity Shares shall be removed from Allotted to the Official List Underwriter or to the investor procured by such Underwriter. For the avoidance of doubt, the London Stock Exchange Limited Underwriter shall not be liable under the terms of this Agreement for any default in the blocking of funds in the relevant ASBA Account other than solely and re-registered as a private companydirectly due to insufficiency of funds in the relevant ASBA Account.

Offer. (a) Promptly upon 5.1 Each Underwriter hereby severally and not jointly confirms to the occurrence of any lapse or withdrawal Company, the Selling Shareholders and to the other Underwriter that, subject to Clause 2.2, to the extent of the Offer or valid Bids by ASBA Bidders procured by it in its capacity as an Underwriter (including valid Bids procured by its respective Sub- Syndicate Members) in the end of the Certain Funds Period or the date the Offer is declared unconditional as Offer, in relation to acceptances or wholly unconditional or finally closed which Equity Shares have been allocated in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will and the Offer Documents, each such Underwriter shall only be disclosed responsible for ensuring completion of the subscription or the purchase in respect of such Bids, and not for Bids procured by the other Underwriter or its respective Sub-Syndicate Members or for Bidders who have submitted their Bids directly to the SCSBs, Registered Brokers, CDPs or RTAs, in the Offer Documentmanner set forth in this Clause 5. 5.2 Each Underwriter, severally and (Y) this Agreement will be available for public inspection while not jointly, confirms that subject to Clause 2.2, in the Offer remains open for acceptance) or (ii) take or permit event that a Bidder submitting its Bid to be taken such Underwriter at any step as a result of which the cash portion of the offer price stated Specified Locations, (including Bids procured by its Sub-Syndicate Members), who is allocated Equity Shares in the Offer Document isOffer, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, defaults in its payment obligations in respect of the Offer, it will comply (other than defaults due to negligence, misconduct or default by the SCSBs or Sponsor Banks of any nature) in respect of the Equity Shares for which such Bidder has placed a Bid and in respect of which Bid (but for the default in payment of the Offer Price) the Bidder would be entitled to receive the Allotment of the Equity Shares arising on account of, through any default in blocking of funds solely and directly due to insufficiency of funds in the relevant ASBA Account, such Equity Shares shall first be allocated to other Bidders in respect of any excess subscription in the same category as in which the default occurs or in any other category in which there is any excess subscription in accordance with the City Code SEBI ICDR Regulations, the Red Xxxxxxx Prospectus and the Preliminary Offering Memorandum, and only if no such other Bidders are allocated such Equity Shares or if such other Bidders also default in the performance of their payment obligations in respect of the Offer as described in this Clause 5, the Underwriter (or its respective Sub-Syndicate Members) that procured the Bid from the Bidder that first defaulted in the performance of its payment obligations and whose identification mark is reflected on the ASBA Form of such ASBA Bidder shall make a payment, or cause the payment of, the Offer Price in respect of such Equity Shares to the Escrow Account, as soon as reasonably practicable upon receipt of the notice referenced in Clause 6.1 below but prior to finalization of the Basis of Allotment by the Designated Stock Exchange and such Equity Shares shall be Allotted to the relevant Underwriter or to the subscriber / purchaser procured by it. For the avoidance of doubt, the Underwriters shall not be liable under the terms of this Agreement for any default in the blocking of funds in the relevant ASBA Account other than solely and directly due to insufficiency of funds in the relevant ASBA Account. 5.3 Each of the Underwriters shall discharge its underwriting obligations in this Clause 5 with the procedure set out in Clause 6, following the receipt of the notice referenced in Clause 6.1. 5.4 The obligations, representations, warranties, undertakings and liabilities of the Underwriters (including the acts and omissions of their respective Sub-syndicate Members) under this Agreement, including to procure subscribers or purchasers to, or to subscribe or purchase themselves the Equity Shares at the Offer Price in accordance with this Clause 5 shall be as provided in Clause 5.2 above and subject to any applicable waivers by Applicable Law. Each Underwriter shall be liable only for its own acts and omissions and not for the Panel), the Financial Services Act 0000, xxe Companies Act acts and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach omissions of any other provision Underwriter, except as provided under Clause 5.2 above or as may be required under Applicable Law. It is clarified that, in the event Investec and/or SSL fails to discharge their underwriting obligations under Clause 5.2, the underwriting obligation of Investec and/or SSL shall be discharged by SBICAPS. 5.5 In the event that any Underwriter discharges (such Underwriters, the “Discharging Underwriter”) any underwriting obligations of any other defaulting Underwriter pursuant to this Clause 5 hereto (for the purposes of this Section 5.08Clause 5.5, the “Defaulting Underwriter”), such Discharging Underwriter shall have full recourse to such Defaulting Underwriter without any participation or involvement required by, or liability of, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed Selling Shareholders or the other Underwriters. The underwriting and selling commission and any other commissions or fees, expenses and applicable taxes, as applicable, in respect of the Equity Shares for which a Discharging Underwriter discharges underwriting obligations of any Defaulting Underwriter shall be payable to such Discharging Underwriter and not to the status Defaulting Underwriter. 5.6 In the event that any Discharging Underwriter underwrites or procures purchasers to the extent of any shortfall in the underwriting obligations of any Defaulting Underwriter under this Agreement, then such Discharging Underwriter shall, in addition to and progress without prejudice to the remedies available to it under Applicable Law, be entitled to sell or dispose of the Offer andEquity Shares (representing the shortfall in the underwriting obligations of such Defaulting Underwriter) to any person or generally in the market or otherwise at a price realizable by such Discharging Underwriter, subject to compliance with Applicable Law in particularrespect of such sale or disposal, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer proceeds from the sale of such Equity Shares is less than cost of the Equity Shares purchased by it or the Discharging Underwriter has not been declared wholly unconditional as to acceptancessold some or all of such Equity Shares, unless such Defaulting Underwriter shall fully indemnify and hold the Required Lenders agree in their absolute discretion to extend Discharging Underwriter harmless from and against any such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List loss on account of the London Stock Exchange Limited sale or retention of some or all of such Equity Shares, including any costs or expenses incurred by the Discharging Underwriter on such purchase and re-registered as a private companysale.

Offer. (a) Promptly upon Not later than two (2) Business Days following execution of this Agreement, Buyer will make a written offer to all holders of Shares named in the occurrence of any lapse or withdrawal shareholder register of the Company on the date of this Agreement to sell their Shares to Buyer pursuant to the terms and subject to the conditions of this Agreement (the “Offer”). Subject to Section 1.01(c) of this Agreement, the Offer or will be made in substantially the form of the Notice of Offer attached as Annex C hereto and it will be open for acceptance for a period of 60 days from the date the Notice of Offer is first mailed to the holders of Shares (the “Notice Date”); provided, however, that if Buyer has not received Acceptances (as defined below) representing at least 662/3% of the issued and outstanding Shares by the end of the Certain Funds Period or the date such 60-day period, then Buyer may elect to extend the Offer is declared unconditional for an additional 30 days (as to acceptances or wholly unconditional or finally closed in accordance with the City Codeand if extended, the “Offer Period”). The Company will give notice shall inform Buyer of the issuance of any Shares of the Company pursuant to the Administrative Agent (who shall notify exercise of any Option prior to the Lenders) Closing, and will assist Buyer in delivering the Offer to such former Option Holder such that the same has occurredOffer will cover all issued and outstanding Shares. (b) Promptly upon satisfaction Any holder of Shares of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and Company may accept the Offer becoming or being declared unconditional in by executing and delivering the Acceptance attached to the Notice of Offer (the “Acceptance”) to the Company, which Acceptances shall be irrevocable. The Company shall promptly provide copies of all respectsAcceptances to Buyer. Upon acceptance of the Offer, such holder of Shares of the Company shall (a) implement be deemed an “Accepting Seller” for the procedures set out in Section 429 et seq. purpose of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicablethis Agreement. (c) The Company covenants and agrees that without If the prior written agreement holders of at least 85% of the Syndication Agent issued and outstanding Shares (but less than all holders of the Administrative Agent Shares of the Company) accept the Offer at any time within two months of the Notice Date, not later than two (2) Business Days following receipt of Acceptances representing at least 85% of the issued and outstanding Shares, Buyer shall send a notice to each holder of Shares of the Company will who has not accepted the Offer (i) issue or cause a “Dissenting Holder”), informing such Dissenting Holder of Buyer’s intention to be issued (or permit any other Affiliate require such Dissenting Holder to sell its Shares of the Company to issue) any press release or other written public statementBuyer, on the relevant portion same terms and conditions as set out in the Notice of the text of which has not been previously approved by the Syndication Agent Offer and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge thatAgreement, pursuant to the City Code, (X) a summary Section 341 of the principal terms Israeli Companies Law and Article 20(d) of this Agreement will be disclosed the Company’s Articles of Association (the “Section 341 Notice”); provided, however, that upon receipt of Acceptances representing at least 662/3% but less than 85% of the issued and outstanding Shares, Buyer in its sole discretion may elect to send a Section 341 Notice to each Dissenting Holder at any time during the Offer DocumentPeriod. In any event, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion with Acceptances representing at least 662/3% of the offer price stated in issues and outstanding Shares, within two (2) Business Days following the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress expiration of the Offer andPeriod, Buyer shall send a Section 341 Notice to each Dissenting Holder. The Company shall assist Buyer in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances dispatch of the Offer Section 341 Notice to each Dissenting Holder and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requesteach Option Holder. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal 5.1. Each Underwriter hereby, severally and not jointly, confirms to each of the Offer or Company, the end Selling Shareholders and to each of the Certain Funds Period or other Underwriters that, subject to Sections 2.2, 5.2 and 5.3, to the date extent of the valid Bids procured and uploaded by it (and, with respect to Kotak and MOIAL, to the extent of valid ASBA Bids procured and uploaded by KSL and MOFSL, respectively, in its capacity as an Underwriter (including valid Bids procured and uploaded by its respective Sub-Syndicate Members) in the Offer is declared unconditional as in relation to acceptances or wholly unconditional or finally closed which Equity Shares have been allocated in accordance with the City Codeterms of this Agreement and the Offer Documents, each such Underwriter shall only be responsible for ensuring completion of the subscription or purchase in respect of such Bids and not for Bids procured and/ or uploaded by other Underwriters (or Bids procured and/ or uploaded by the respective Sub-Syndicate Members of such Underwriters) in the manner set forth in this Section 5. For the purpose of this Agreement, “valid Bids” shall mean such Bids made during the Bid/Offer Period for which funds have been successfully blocked and which are not liable to be rejected on any of the grounds disclosed in the Offer Documents or Applicable Laws. The Company will give notice to the Administrative Agent (who shall notify the Lenders) confirms that the same has occurredEquity Shares offered through the Offer shall be Allocated and subsequently Allotted to successful Bidders, including, Bids procured by the Underwriters (if any), in terms of the Red Xxxxxxx Prospectus and the Prospectus in the case of resident Bidders and the Preliminary Offering Memorandum and the Final Offering Memorandum in the case of non-resident Bidders, and the Applicable Law. (b) Promptly upon satisfaction 5.2. Each Underwriter, severally and not jointly, agrees that, subject to Section 2.2, in the event a Syndicate ASBA Bidder submitting its Bid to an Underwriter, who is allocated Equity Shares in the Offer, defaults in its payment obligations in respect of the condition specified Offer (excluding defaults due to negligence, misconduct or default by the SCSBs or the Sponsor Banks) through any default in Section 429 (1) or (2) blocking of Companies Act funds solely and directly due to insufficiency of funds in the relevant ASBA Account and such Bidder would have been entitled to receive the allotment of the Equity Shares but for giving a notice under that Section default in blocking of funds solely and directly due to insufficiency of funds in the relevant ASBA account, such Equity Shares shall first be allocated to other Bidders in respect of any Shares excess subscription in the same category as in which the default occurs or in any other category in which there is any excess subscription in accordance with the SEBI ICDR Regulations and the Offer becoming Preliminary Offering Memorandum, and only if no such other Bidders are allocated such Equity Shares or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any if such other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed Bidders also default in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result performance of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, their payment obligations in respect of the Offer, it will comply with the City Code Underwriter that procured and uploaded the Bid from the Syndicate ASBA Bidder that first defaulted in the performance of its obligations and whose identification mark is reflected on the ASBA Form of such Syndicate ASBA Bidder (including Bids procured from the Syndicate ASBA Bidder and uploaded by such Underwriter’s Sub-Syndicate Members) shall make a payment, or cause payment of, the Offer Price in respect of such Equity Shares to the relevant Escrow Account as soon as reasonably practicable upon receipt of the notice referenced in Section 6 but prior to finalization of Basis of Allotment by the Designated Stock Exchange and such Equity Shares shall be Allotted to the relevant Underwriter or to the purchaser procured by it. For the avoidance of doubt, the Underwriters shall not be liable under the terms of this Agreement for any default in the blocking of funds in the relevant ASBA Account other than solely and directly due to insufficiency of funds in the relevant ASBA Account. 5.3. The Parties agree that, subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision provisions of this Agreement, including Section 5.085.2, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date KSL or MOFSL fails to discharge its underwriting obligations under Section 5.2, the underwriting obligations of KSL and MOFSL under Section 5.2 shall be discharged by Kotak and MOIAL, as applicable. Such discharge of obligations shall be without any participation or involvement required by, or liability of the Company and the Selling Shareholders. 5.4. It is clarified that the Underwriters have not and will not be deemed to have procured Bids by Anchor Investors procured by the Book Running Lead Managers, or those ASBA Bids which have been procured by the SCSBs themselves or by the Registered Brokers, Collecting Depository Participants and RTAs and will not be responsible for withdrawal or incompleteness of any ASBA Bid arising due to the negligence, misconduct, default or fraud by the SCSBs or the Sponsor Bank (including any Bids which are received by Sponsor Banks, where the validation and funds blocking is not done by the Sponsor Banks). 5.5. Subject to Section 5.3, the obligations, representations, warranties, undertakings and liabilities of the Underwriters under this Agreement, including to procure subscribers or purchasers for, or subscribe to or purchase themselves, the Equity Shares at the Offer Price in accordance with Section 5 shall be several and not joint. Subject to Section 5.3, each Underwriter shall be liable only for its own acts and omissions and not for the acts and omissions of any other Underwriter or their respective Sub-Syndicate Members. In the event that any Underwriter discharges (“Discharging Underwriter”) any underwriting obligations of any other defaulting Underwriter pursuant to Section 5 hereof (for the purposes of this Section 5 and Section 7 hereof, the “Defaulting Underwriter”), such Discharging Underwriter shall have full recourse to such Defaulting Underwriter (and their respective Sub-Syndicate Members) without any participation or involvement required by, or liability of, the Company, each of the Selling Shareholders or the other Underwriters. For the avoidance of doubt, the underwriting and selling commission and any other commissions or fees, expenses and applicable taxes (“Underwriting Fees”), in respect of Equity Shares for which a Discharging Underwriter discharges underwriting obligations of any Defaulting Underwriter, shall be payable to the Discharging Underwriter and not to such Defaulting Underwriter. 5.6. In the event of a failure of any Defaulting Underwriter to fulfill its obligations, a Discharging Underwriter, at its discretion in addition to and without prejudice to the remedies available to it under Applicable Law, shall be entitled to sell or dispose of the Equity Shares (representing the shortfall in the underwriting obligations of the Defaulting Underwriter) to any person or generally in the market or otherwise at a price realizable by such Discharging Underwriter, and in the event that the proceeds from the sale of such Equity Shares is less than cost of the Equity Shares purchased by it or a Discharging Underwriter has not been declared wholly unconditional as able to acceptancessell or dispose of some or all of such Equity Shares, unless such Defaulting Underwriter shall fully indemnify and hold the Required Lenders agree in their absolute discretion to extend Discharging Underwriter harmless from and against any such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List loss on account of the London Stock Exchange Limited sale or retention of some or all of such Equity Shares, including any costs or expenses incurred by such Discharging Underwriter on such purchase and re-registered sale. Any actions required to be taken by any of the Underwriters in relation this Section 5.6 shall not require the Company and the Selling Shareholders to make any additional payments other than as a private companyrequired in terms of this Agreement.

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice The Offering Partner shall submit to the Administrative Agent Offeree Partners a binding written offer (who shall notify the Lenders“Offer”) that to sell to the same has occurred. (b) Promptly upon satisfaction Offeree Partners the portion of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause its Partnership Interest proposed to be issued Transferred (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed“Offered Interest”), which makes reference to this Agreement or to some or all of shall be designated by the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement Initial Liquidation Value thereof if a Preferred Interest (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees thator, in respect of an Offered Interest other than a Preferred Interest, Capital Contributions relating thereto). The Offer shall include the cash price of the Offered Interest and any other terms of the proposed Transfer. Each Offeree Partner that is a Preferred Partner may provide a written notice (an “Offer Acceptance Notice”) to the Partnership within fifteen (15) Business Days after receipt of the Offer, it will comply with specifying all or a portion of such Offeree Partner’s pro rata share of the City Code (subject Offered Interest, based on its Percentage Interest relative to any applicable waivers by the Panel)Percentage Interests of all Offeree Partners that are Preferred Partners, that such Offeree Partner wishes to purchase on the terms of the Offer. To the extent that all Offeree Partners that are Preferred Partners do not elect to purchase their full pro rata share of the Offered Interest pursuant to the immediately preceding sentence, the Financial Services Act 0000remainder of the Offered Interest will be reoffered within five (5) Business Days to Offeree Partners that are Preferred Partners who elected to purchase their full pro rata share, xxe Companies Act and such Offeree Partners that are Preferred Partners shall have the right to purchase all or a portion of such remainder (based on the amount of such remainder that each such Offeree Partner offers to purchase relative to the other applicable laws such electing Offeree Partners) within ten (10) Business Days after receipt of such reoffer. To the extent that the Offeree Partners that are Preferred Partners do not elect to purchase all of the Offered Interest pursuant to the preceding sentence, the remainder of the Offered Interest will be reoffered to Offeree Partners that are not Preferred Partners (and including, for the avoidance of doubt, the Common Partners) (a “Secondary Reoffer”). Each Offeree Partner that is not a Preferred Partner may provide an Offer Acceptance Notice to the Partnership within one (1) day after receipt of the Secondary Reoffer, specifying all or a portion of such Offeree Partner’s pro rata share of the Offered Interest, based on its Percentage Interest relative to the Percentage Interests of all Offeree Partners that are not Preferred Partners, that such Offeree Partner wishes to purchase on the terms of the Offer. Any failure to make an election within the relevant time periods set forth herein shall be deemed to be an election not to purchase any portion of the Offered Interest under the relevant Offer, reoffer or Secondary Reoffer. (i) If the Offeree Partners elect to purchase the entire Offered Interest pursuant to the Offer Acceptance Notices (including the reoffer responses, if applicable), then the accepting Offeree Partners shall be required to purchase the entire Offered Interest in all material respectsthe amounts determined by the process described above. (eii) Unless If the Offeree Partners do not elect to do so would be a breach of any purchase the entire Offered Interest, then, subject to compliance with the other provision terms of this Section 5.08Agreement, the Company covenants and agrees that it will from time Offering Partner shall be free to time keep sell the Syndication Agent and the Administrative Agent informed as entire Offered Interest to the status and progress any Person at a price equal to or in excess of ninety-five percent (95%) of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer price set forth in the event that 120 Offer, during a period of one hundred and eighty (180) days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited Offer; provided, that to the extent that the Common Partners provided an Offer Acceptance Notice specifying their desire to purchase a portion, but not all, of the Offered Interest, the Offering Partner shall use good faith efforts to request that the proposed purchase of such Offered Interest permit the Common Partners to participate in the purchase up to the amount of the Offered Interest specified in such Offer Acceptance Notice; provided, that the Offeree Partner shall have no obligation to allow the Common Partners to participate in the purchase of the Offered Interest if (A) the proposed purchaser of the Offered Interest declines to permit the Common Partners to so participate, or (B) such participation would adversely affect the terms (including price) of the proposed purchase. Except for Transfers to an Affiliate of such Partner, any subsequent Transfer by the Offering Partner, or any Transfer by the Offering Partner after such one hundred and re-registered as eighty (180)-day period must comply with this Section 5.3 with a private companynew Offer.

Offer. The Company and the Accepting Eligible Offerees, after receipt of the Receipt Notice, shall evidence their acceptance of election to purchase the shares remaining under the Second Chance Offer by delivering to the Company, within 5 days of the expiration of the 10-day period referenced in Section 4.2, a written notice of intent to purchase their respective portions of the shares under the Second Chance Offer. The Company, in turn, shall promptly give written notice to any Holder, or any other party, required to sell the Shares Subject to the Offer of its receipt of such notices (athe "Second Receipt Notice") Promptly upon and shall include in such Second Receipt Notice a copy of all such Accepting Eligible Offerees second acceptance or election notices. If the Accepting Eligible Offerees and/or the Company have elected to purchase all of the Shares Subject to the Offer without the necessity of the Second Chance Offer, the purchase and sale of the Shares Subject to the Offer shall be consummated at a closing held at the Company's principal office (unless otherwise agreed) within 30 days after the delivery of the Receipt Notice. If the Accepting Eligible Offerees and/or the Company have elected to purchase all of the Shares Subject to the Offer after the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City CodeSecond Chance Offer, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares purchase and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent sale of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant Subject to the Offer in all material respects. shall be consummated at a closing held at the Company's principal office (eunless otherwise agreed) Unless to do so would be a breach within 40 days after the expiration of any other provision the delivery of this Section 5.08the Receipt Notice. At the closing, the Company covenants and agrees that it will from time purchasing Eligible Offeree(s) shall deliver payment of the Purchase Price as provided in Section 4.5 to time keep the Syndication Agent transferor of the Stock or such transferor's representative, and the Administrative Agent informed as transferor of the Stock or such transferor's representative shall deliver to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.purchasing Eligible Offeree(s)

Offer. Subject to clause 1(a)(iii), by signing and returning this document to CLOUDBLU, the Customer offers to acquire the Equipment and Services and to acquire a non-exclusive licence to the Base Software and Licensed Software; (aii) Promptly upon CLOUDBLU is not bound by this document until the occurrence Customer has been advised in writing of CLOUDBLU’s unconditional acceptance of this document or until any lapse or withdrawal Equipment the subject of this Agreement has been delivered to the Customer, whichever occurs first; (iii) the Customer may, on written notice to CLOUDBLU, revoke its offer to acquire the Equipment, Services and Licensed Software if CLOUDBLU has failed to either: (A) advise the Customer in writing of CLOUDBLU’s unconditional acceptance of the Offer or the end document within 60 days of the Certain Funds Period or the date the Offer is declared unconditional as Customer signs and returns this document to acceptances or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice to the Administrative Agent CLOUDBLU (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayedNotice Acceptance Period), which makes reference to this Agreement provided that, where the document has been returned incomplete or to some or all of where CLOUDBLU requires further information from the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is Customer in connection with its offer, the Notice Acceptance Period will be suspended during any judicial proceeding concerning this Agreement (period in which case CLOUDBLU is waiting for the Company shall notify the Syndication Agent Customer to provide missing information or return a complete and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is requiredsigned document; or (B) (provided that the Syndication Agentsubject to clause 3(b)(ii), the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary deliver any of the principal terms Equipment the subject of this Agreement within the Notice Acceptance Period provided that, where the document has been returned incomplete or where CLOUDBLU requires further information from the Customer in connection with its offer, the Notice Acceptance Period will be disclosed suspended during any period in which CLOUDBLU is waiting for the Offer DocumentCustomer to provide missing information or return a complete and signed document. Any right of the Customer to revoke its offer to acquire the Equipment, Services and Licensed Software pursuant to this clause 1(a)(iii) ends immediately on CLOUDBLU becoming bound by this document pursuant to clause 1(a)(ii); and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (div) The Company covenants and agrees that, in respect Agreement may only be accepted or varied on behalf of the Offer, it will comply with the City Code CLOUDBLU by a duly authorised representative (subject to any applicable waivers by the Panelwhich does not include CLOUDBLU sales representatives), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. From Closing until the earlier of (ax) Promptly the five-year anniversary of the Issue Date and (y) the date on which the Holders no longer beneficially owns 50% or more of the number of Xxxxx Warrants issued on the Issue Date (or the respective Warrant Shares issued in connection with the exercise of the Xxxxx Warrants), the Company shall not issue any Common Securities to any Person, unless the Company offers the right (the “Participation Right”) to each Holder to purchase its Participation Amount (as defined below) of such Common Securities at the same price per security (payable in cash) and otherwise upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional same terms and conditions as those offered to acceptances or wholly unconditional or finally closed such Person in accordance with the City Codeprocedures set forth in this Section 6.1; provided that Participation Rights shall not be applicable to the issuance of Common Securities: (i) issued as consideration pursuant to bona fide acquisitions of securities or material assets or business of another Person, including any Subsidiary, division or business line thereof (in each case, other than any Affiliates of the Company), by the Company or any of its Subsidiaries, (ii) issued to directors, officers, employees or consultants pursuant to any Approved Stock Plan, (iii) pursuant to a stock split, stock dividend or similar transaction in which all holders of Common Stock (or Common Securities convertible for shares of Common Stock) are treated equally on a pro rata basis, and (iv) pursuant to the payment of paid in kind interest on convertible indebtedness incurred by the Company or any of its Subsidiaries, (v) pursuant to the conversion, exchange or exercise of a Common Security that is either (A) outstanding on the Issue Date in accordance with the terms in effect on the Issue Date, including the Warrants, or (B) outstanding after the Issue Date as long as, in the case of clause (B), the Company will give notice Holders have had an opportunity to exercise their Participation Rights with respect to the Administrative Agent underlying Common Security or such Common Security was issued pursuant to clause (who shall notify the Lenders) that the same has occurred. i), (b) Promptly upon satisfaction of the condition specified in Section 429 (1ii) or (2iv) of Companies Act for giving a notice under that Section in respect of any Shares this sentence and the Offer becoming or being declared unconditional in all respects, the Company shall (avi) implement the procedures set out in Section 429 et seq. pursuant to an offering of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not type described in clause (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion definition of the text “Public Sale” of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in Common Securities. In connection with any judicial proceeding concerning this Agreement (in which case Public Sale of Common Securities by the Company shall notify during any period when the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant Holders are entitled to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.Participation Rights under this

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as Provided that this Agreement has not been terminated pursuant to acceptances or wholly unconditional or finally closed in accordance with the City CodeSection 9.1 hereof, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as reasonably practicable. , but in any event within ten (c10) The Company covenants "business days" (as defined in Rule 14d-1(g) under the Securities Exchange Act of 1934, as amended (together with the rules and agrees that without regulations promulgated thereunder, the prior written agreement of "Exchange Act")) following the Syndication Agent date hereof, the Purchaser will, and the Administrative Agent Parent will cause the Company will not Purchaser to, commence (i) issue or cause to be issued (or permit any other Affiliate within the meaning of Rule 14d-2 under the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (XExchange Act) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and tender offer (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or it may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will amended from time to time keep as permitted by this Agreement, the Syndication Agent "Offer") to purchase all of the Razorfish Shares at a price of U.S. $1.70 per share, in cash (such price, or the highest price per Razorfish Share as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of the Purchaser to accept for payment and the Administrative Agent informed as pay for Razorfish Shares tendered pursuant to the status Offer will be subject only to the following conditions: (i) that there will be validly tendered and progress not withdrawn prior to the final expiration of the Offer andthat number of Razorfish Shares, together with Razorfish Shares then owned by the Parent, the Purchaser and their respective Subsidiaries that represents at least a majority of Razorfish Shares outstanding on a Fully Diluted Basis (as defined below) (the "Minimum Condition") and (ii) the satisfaction or waiver by the Purchaser as permitted hereunder of the other conditions set forth in particularAnnex I hereto. For purposes of this Agreement, "Fully Diluted Basis" means the number of Razorfish Shares issued and outstanding at the time of determination, after taking into account all Razorfish Shares issuable upon conversion or exercise of outstanding options, warrants or rights to purchase Razorfish Shares. The Offer will from time be made by means of an offer to time purchase (the "Offer to Purchase") and a related letter of transmittal, each in form reasonably satisfactory to Razorfish, containing the terms set forth in this Agreement and the conditions set forth in Annex I. Without limiting the foregoing, effective upon request give the first acceptance for payment of Razorfish Shares by the Purchaser pursuant to the Syndication Agent Offer, the holder of such Razorfish Shares will sell and the Administrative Agent reasonable details as assign to the current level Purchaser all right, title and interest in and to all of acceptances Razorfish Shares tendered (including, but not limited to, such holder's right to any and all dividends and distributions with a record date before, and a payment date after, the scheduled or extended expiration date) (such time being referred to as the "Consummation of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestOffer"). (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. By notice given to the Partnership and each other Partner (aother than any Exclusive Limited Partner) Promptly upon within thirty (30) days after the occurrence of any lapse or withdrawal date of the Offer or PMV Notice, any Notice Partner (any such Notice Partner to then be referred to as a "Registering Partner") may make an offer (the end of the Certain Funds Period or the date the Offer is declared unconditional as "Registration Firm Offer") to acceptances or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice sell to the Administrative Agent other Partners (including any Notice Partner who shall notify has not given a Registration Firm Offer within the Lendersthirty (30) that day period for the same has occurred. delivery of such Registration Firm Offer but excluding any other Registering Partner and any Exclusive Limited Partner) (bthe "Registration Offerees") Promptly upon satisfaction its Registration Interest for the Public Market Value of such Registration Interest. If the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not Partnership receives (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or Registration Firm Offers from all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant Notice Partners prior to the City Code, expiration of such thirty (X30) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) day period or (ii) take Registration Firm Offers from at least one Notice Partner on or permit to be taken any step as a result of which before the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. thirtieth (d30th) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible day after the date of the PMV Notice, the Partnership shall promptly give notice (the "Firm Offer becomes or Commencement Notice") to each Partner stating that such Registration Firm Offers have been delivered as of the date of such Firm Offer Commencement Notice. If the aggregate amount of Registration Interest(s) for which Registration Firm Offers are given is declared unconditional in all respects less than the Target Minimum Offering Amount, then each Registering Partner shall have the right to increase the Registration Interest so offered by it by the amount by which the aggregate Registration Interest(s) for which Registration Firm Offer(s) have previously been given is less than the Minimum Offering Amount (which right as among the Registering Partners shall be removed from apportioned pro rata based upon the Official List relative Registration Interests of the London Stock Exchange Limited Registering Partners unless otherwise agreed), by giving notice to the Partnership Board and re-registered each other Partner amending its Registration Firm Offer to effect such increase by the tenth (10th) day following the date of the Firm Offer Commencement Notice; provided, that in such event the Firm Offer Commencement Notice shall be deemed to have been given as a private company.of the end of such ten (10) day period. If, as of the end of such ten (10) day period, the aggregate Registration Interest(s) so offered pursuant to the Registration Firm Offer(s), as so amended, are less than the Minimum Offering Amount, then all of such Registration Firm Offers shall be deemed to have been rejected and withdrawn. -118- 126

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal 5.1 Each Underwriter hereby, severally and not jointly, confirms to each of the Offer or Company, the end Selling Shareholders and to the other Underwriters that, subject to Sections 2.2 and 5.2, to the extent of the Certain Funds Period or valid Bids procured by it (and, with respect to DAM Capital, to the date extent of the valid Bids procured by Xxxxxxxxx and, with respect to JM, to the extent of the valid Bids procured by JM Financial Services and, with respect to SSL, to the extent of the valid Bids procured by SBICAP Securities and Investec) in its capacity as an Underwriter (including Bids procured by its respective Sub-syndicate Members) in the Offer is declared unconditional as in relation to acceptances or wholly unconditional or finally closed which Equity Shares have been allocated in accordance with the City Codeterms of this Agreement and the Offer Documents, each such Underwriter shall only be responsible for ensuring completion of the subscription or purchase in respect of such Bids and not for Bids procured by other Underwriters (or Bids procured by the respective Sub-syndicate members of such Underwriters) in the manner set forth in this Section 5, provided that in accordance with Regulation 40(2) of the ICDR Regulations, any Bids by QIBs in the QIB Portion will not be underwritten. The Company and the Selling Shareholders hereby severally and not jointly confirm to the Underwriters that the Equity Shares offered through the Offer shall be allocated to successful Bidders including the successful Bidders procured by the Underwriters in terms of the Red Xxxxxxx Prospectus, the Company Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and Applicable Law. It is clarified that the Underwriters have not and will give notice not be deemed to have procured Bids by Anchor Investors procured by the BRLMs, or those ASBA Bids which have been procured by the SCSBs themselves or by the Registered Brokers, Collecting Depository Participants and RTAs and will not be responsible for withdrawal or incompleteness of any ASBA Bid arising due to the Administrative Agent (who shall notify negligence, misconduct, fraud or default by the Lenders) that SCSBs or the same has occurredSponsor Bank. 5.2 Each Underwriter (bin respect of Bidders who have submitted their Bids to such Underwriter directly) Promptly upon satisfaction severally and not jointly agrees that, subject to Section 2.2, in the event a Syndicate ASBA Bidder submitting its Bid to an Underwriter (including Bids submitted to the respective Sub-syndicate members), who is allocated Equity Shares in the Offer, defaults in its payment obligations in respect of the condition specified Offer after the Bid/Closing Date (excluding defaults due to negligence, misconduct or default by the SCSBs) through any default in Section 429 (1) or (2) blocking of Companies Act for giving a notice under that Section funds solely and directly due to insufficiency of funds in the relevant ASBA Account, such Equity Shares shall first be allocated to other Bidders in respect of any Shares excess subscription in the same category as in which the default occurs or in any other category in which there is any excess subscription in accordance with the ICDR Regulations and the Offer becoming or being declared unconditional in all respectsPreliminary Offering Memorandum, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act and only if such Equity Shares cannot be allocated to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release Bidders or if such other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed Bidders also default in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result performance of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, their payment obligations in respect of the Offer, it will comply with the City Code Underwriter that procured the Bid from the Syndicate ASBA Bidder that first defaulted in the performance of its obligations and whose identification mark is reflected on the ASBA Form of such Syndicate ASBA Bidder (including Bids procured from the Syndicate ASBA Bidder by such Underwriter’s Sub-syndicate Members) shall make a payment, or cause payment of, the Offer Price in respect of such Equity Shares to the Escrow Account as soon as reasonably practicable upon receipt of the notice referenced in Section 6 but prior to finalization of Basis of Allotment by the Designated Stock Exchange and such Equity Shares shall be Allotted to the relevant Underwriter or to the purchaser procured by it. For the avoidance of doubt, the Underwriters shall not be liable under the terms of this Agreement for any default in 5.3 The Parties agree that, subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision provisions of this Agreement, including Section 5.085.2, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date (i) Sharekhan fails to discharge its underwriting obligations under Section 5.2, the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target underwriting obligations of Sharekhan under Section 5.2 shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.discharged by DAM Capital;

Offer. Not fewer than thirty (a30) Promptly upon business days prior to the occurrence of any lapse or withdrawal consummation of the Offer or Issuance, a notice (the end "PREEMPTION NOTICE") shall be furnished by the Company to each holder of Lee Xxxurities, SCP Securities, Seller Securities and the Compensation Committee of the Certain Funds Period or Board on behalf of the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City Codeholders of Employee Securities (collectively, the Company will give notice to the Administrative Agent (who "PREEMPTIVE PURCHASER OFFEREES"). The Preemption Notice shall notify the Lenders) that the same has occurred.include: (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause The principal terms of the proposed Issuance, including without limitation the amount and kind of Subject Securities to be issued included in the Issuance, the percentage of the total number of shares of Common Stock outstanding as of immediately prior to giving effect to such Issuance (or permit any calculated on a fully diluted basis) which the number of Securities (giving effect to all Options, as if such Options had been exercised to purchase the number of shares of Common for which such Options were then exercisable, on a cashless basis) held by such Preemptive Purchaser Offeree (in the case of the Compensation Committee, as to all Employee Securities) constitutes (the "PREEMPTIVE PORTION"), the maximum price per unit of the Subject Securities, the name and address of the Persons to whom the Subject Securities will be Issued (the "PROPOSED BUYERS") and the other Affiliate principal terms of the proposed Issuance; and (ii) An offer by the Company to issue) any press release or other written public statementIssue, at the relevant option of each Preemptive Purchaser Offeree, to such Preemptive Purchaser Offeree, such portion of the text of which has Subject Securities to be included in the Issuance as may be requested by such Preemptive Purchaser Offeree (not been previously approved by to exceed the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all Preemptive Portion of the Lenders total amount of Subject Securities to be included in relation the Issuance) determined as provided in Section 8.1.2, on the same terms and conditions, with respect to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant each unit of Subject Securities issued to the City CodePreemptive Purchaser Offerees, (X) a summary as each of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target Proposed Buyers shall be removed from the Official List Issued each of the London Stock Exchange Limited and re-registered as a private companyhis, her or its units of Subject Securities.

Offer. (a) Promptly upon The Sale Securities shall be offered to each Member on terms that, in the occurrence event of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City Codecompetition, the Company will give notice Sale Securities offered shall be sold to the Administrative Agent Members accepting the offer in proportion (who as nearly as may be) to their existing holdings of Sale Securities to which the offer is made (the "Proportionate Entitlement"). It shall notify be open to each such Member to specify if he, she or it is willing to purchase Sale Securities in excess of his Proportionate Entitlement ("Excess Shares") and, if the Lenders) that Member does so specify, he shall state the same has occurrednumber of Excess Shares. (b) Promptly upon satisfaction After the expiration of the condition specified offers to be made pursuant to Section 14.3(a) (or sooner if all the Sale Securities offered shall have been accepted in the manner provided in Section 429 14.3(a)), the Board shall allocate the Sale Securities in the following manner: (1i) if the total number of Sale Securities applied for is equal to or less than the available number of Sale Securities, TW UK shall allocate the number applied for in accordance with the applications; or (2ii) if the total number of Companies Act Sale Securities applied for giving a notice under that Section in respect is more than the available number of any Shares Sale Securities, each of Transworld and the Offer becoming Purchasers shall be allocated his, her or being declared unconditional its Proportionate Entitlement (or such lesser number of Sale Securities for which he, she or it may have applied); applications for Excess Shares shall be allocated in all respectsaccordance with such applications or, in the Company shall event of competition, (aas nearly as may be) implement to each Member applying for Excess Shares in the procedures set out in Section 429 et seq. proportion which shares of the Companies Act relevant class held by such Member bears to acquire any outstanding the total number of shares of that class held by all such Members applying for Excess Shares; provided, that, such Member shall not be allocated more Excess Shares than he shall have stated himself, herself or it willing to take, and in either case, TW UK shall forthwith give notice of each such allocation (ban "Allocation Notice") use all commercially reasonable endeavors to acquire 100 per cent the Seller and each of the persons to whom Sale Securities have been allocated (a "Member Applicant") and shall specify in the Allocation Notice the place and time (being not later than 14 days after the date of the Allocation Notice) at which the sale of the Sale Shares as promptly as practicableshall be completed. (c) The Company covenants and agrees that without Subject to Section 14.4 upon such allocations being made as aforesaid, the prior written agreement Seller shall be bound, on payment of the Syndication Agent Transfer Price, to transfer the Sale Securities comprised in the Allocation Notice to the Member Applicants named therein at the time and place therein specified. If he, she or it makes default in so doing the Administrative Agent Chairman for the Company will not (i) issue time being of TW UK or, failing him, one of the Directors, or cause some other person duly nominated by a resolution of the Board of Directors for that purpose, shall forthwith be deemed to be issued the duly appointed attorney of the Seller with full power to execute, complete and deliver in the name and on behalf of the Seller a transfer of the relevant Sale Securities to the Member Applicant and any Director may receive and give a good discharge for the purchase money on behalf of the Seller and (subject to the transfer being duly stamped) enter the name of the Member Applicant in the register of members as the member or members by transfer of the Sale Securities so purchased by him or them, The Board of Directors shall forthwith pay the purchase money into a separate bank account in TW UK's name and shall hold money on trust (but without interest) for the Seller until he, she or it shall deliver up his, her or its certificate or certificates for the relevant shares (or permit any other Affiliate of the Company to issue) any press release or other written public statementan indemnity, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant a form reasonably satisfactory to the City Code, (X) a summary Board of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees thatDirectors, in respect of any lost certificate) to TW UK when he shall thereupon be paid the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act 0000, xxe Companies Act and all other applicable laws relevant to the Offer in all material respectspurchase money. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.