Common use of Other documents and evidence Clause in Contracts

Other documents and evidence. (a) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower APJ/076001.00588/98366820.7Page 116 accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (b) The Original Financial Statements of each Obligor. (c) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 12 (Fees) and Clause 17 (Costs and expenses) have been paid or will be paid by the first Utilisation Date. APJ/076001.00588/98366820.7Page 117 Schedule 3 – Utilisation Request From: StoneX Financial Ltd To: Barclays Bank PLC Dated: Dear Sirs StoneX Financial Ltd – USD 115,000,000 Facility Agreement originally dated 14 October 2020 (the Agreement) 1 We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2 We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [** ] (or, if that is not a Business Day, the next Business Day) Amount: [** ] or, if less, the Available Facility Interest Period: [** ] 3 We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Agreement is satisfied on the date of this Utilisation Request. 4 [This Loan is to be made in [whole]/[part] for the purpose of refinancing [identify maturing Loan]/[The proceeds of this Loan should be credited to [account].] 5 This Utilisation Request is irrevocable. Yours faithfully ………………………………… authorised signatory for StoneX Financial Ltd APJ/076001.00588/98366820.7Page 118 Schedule 4 – Form of Transfer Certificate To: Barclays Bank PLC as Agent From: [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender) Dated: 1 We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

Other documents and evidence. (a) The Hedging Strategy Letter. (b) Evidence of the payment of all outstanding arrangement fees and any outstanding fees of Berw▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, Aren▇▇ & ▇ede▇▇▇▇▇ ▇▇▇ the Valuer or authorisation in the request for their deduction from the first Utilisation. (c) Legal opinion from (i) Berw▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇; and (ii) Aren▇▇ & ▇ede▇▇▇▇▇, ▇▇gal advisers to the Finance Parties in Luxemburg. (d) A copy of any other Authorisation authorisation or other document, opinion or assurance which the Security Agent considers to be necessary or desirable (if it has notified the Borrower APJ/076001.00588/98366820.7Page 116 accordingly) before the first Utilisation Date is necessary in connection with the entry into and performance of of, and the transactions contemplated by by, any Finance Document or for the validity and enforceability of any Finance Document. (b) The . 71 SCHEDULE 3 FORM OF REQUEST To: BARCLAYS BANK PLC as Original Financial Statements of each Obligor. (c) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 12 (Fees) and Clause 17 (Costs and expenses) have been paid or will be paid by the first Utilisation Date. APJ/076001.00588/98366820.7Page 117 Schedule 3 – Utilisation Request Lender From: StoneX Financial Ltd ToBanian Finance S.A.R.L as Borrower Date: Barclays Bank PLC Dated: Dear Sirs StoneX Financial Ltd [ ] 2007 BANIAN FINANCE S.À.R.L. – USD 115,000,000 ▇7,250,000 Facility Agreement originally dated 14 October 2020 [ ], 2007 (the Agreement) (a) 1 We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2 . (b) We wish to borrow [a Loan Loan/Loans] on the following terms: Proposed : (i) Utilisation Date: [** ] (or, if that is not being a Business Day, Day falling within the next Business DayAvailability Period]. (ii) Amount: [** ] or, if less, the Available Facility [ ]. Interest PeriodPeriod (1) month. (iii) Amount: [ ]. Interest Period (3) months. (c) Our payment instructions are: [** ] 3 (d) We confirm that each condition specified in Clause 4.2 precedent and condition subsequent (Further conditions precedentas appropriate) of under the Agreement is which must be satisfied on the date of this Utilisation Request. 4 Request is so satisfied to the extent not waived by the Security Agent. (e) [This We confirm that you may deduct from the Loan is (although the amount of the Loan will remain the amount requested above): (i) [[amount to refinance the Sellers existing Barclays facility dated 31 August 2006 - being principal and interest, amount to be made in [whole]/[part] for confirmed] (ii) the purpose outstanding balance of refinancing [identify maturing Loan]/[The proceeds of this Loan should be credited to [accountthe arrangement fee being £[ ];] (iii) Berw▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇'s fees; and (iv) Land Registry fees.] 5 (f) This Utilisation Request is irrevocable. Yours faithfully ………………………………… authorised signatory for StoneX Financial Ltd APJ/076001.00588/98366820.7Page 118 Schedule By: [BORROWER] 72 SCHEDULE 4 – Form of Transfer Certificate To: FORM OF TRANSFER CERTIFICATE This transfer certificate relates to a Facility Agreement dated [*] and made between, among others, (1) Barclays Bank PLC as Agent From: and (2) Banian Finance S.À.R.L. ▇▇ respect of a Sterling term loan facility (the Facility Agreement, which term shall include any amendments or supplements to it). This is a Transfer Certificate. Terms defined and references construed in the Facility Agreement shall have the same meanings and construction in this Transfer Certificate. (a) [The insert full name of Existing Lender] (the Existing Lender) and transfers by novation to *[The insert full name of New Lender] (the New Lender) Datedthe Existing Lender's rights and obligations [referred to in the Schedule to this Transfer Certificate] in accordance with clause 21 of the Facility Agreement by signing this Transfer Certificate. (b) This executed Transfer Certificate will take effect in accordance with the provisions of clause 21 of the Facility Agreement on *[insert date of transfer]. (c) The New Lender: (i) [represents and warrants that as at the date of this Transfer Certificate it is a [Qualifying Lender];] (ii) confirms that it has received a copy of the Facility Agreement together with such other documents and information as it has requested in connection with this transaction; (iii) confirms that it has not relied and will not rely on the Existing Lender to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such documents or information; (iv) agrees that it has not relied and will not rely on the Existing Lender to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower or any other party to the Finance Documents; and (v) [confirms that its lending office is in the United Kingdom.] (d) The Existing Lender does not: (i) make any representation or warranty or assume any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents; or (ii) assume any responsibility for the financial condition of the Borrower or any other party to the Finance Documents or any other document or for the performance and observance by the Borrower or any other party to the Finance Documents or any other document of its or their obligations and any and all conditions and warranties, whether express or implied by law or otherwise, are excluded. (e) The New Lender confirms that its lending office and address for notices for the purposes of the Facility Agreement are as set out in the schedule to this Transfer Certificate. (f) The Existing Lender gives notice to the New Lender (and the New Lender acknowledges and agrees with the Existing Lender) that nothing in any Finance Document requires the Existing Lender to: (i) accept a re-transfer from the New Lender of any of the rights and obligations assigned or transferred under clause 23 (changes to parties) of the Facility Agreement; or (ii) support any losses incurred by the New Lender by reason of non-performance by the Borrower of its obligations under any Finance Document or otherwise. (g) This Transfer Certificate is governed by English law. THE SCHEDULE Rights and obligations to be transferred by way of novation [All of the Existing Lender's rights and obligations under the Finance Documents.] Administrative details of New Lender *[insert full name of New Lender] lending office Address for notices *[address] Attention: 1 Telex: Answerback: Fax: [EXISTING LENDER] [NEW LENDER] By: By: BARCLAYS BANK PLC By: SCHEDULE 5 FORM OF COMPLIANCE CERTIFICATE To: Barclays Bank PLC From: Banian Finance S.À.R.L. ▇▇te: [ ] BANIAN FINANCE S.À.R.L. – ▇7,250,000 Facility Agreement dated [ ], 2007 (the Agreement) (a) We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Compliance Certificate. (b) We confirm that as at 15 July 2007/15 October 2007/the relevant Interest Payment Date] we are in compliance of our obligations under Clause 16.12 (Actual Interest Cover) of the Agreement. (c) We set out below calculations establishing the figures in paragraph 2 above:

Other documents and evidence. (a) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower APJ/076001.00588/98366820.7Page 116 accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (b) The Original Financial Statements of each ObligorAdditional Borrower. (c) 1. Evidence that the fees, costs and expenses then due from conditions to the Borrower consummation of the Merger have been satisfied or waived (as permitted by Clause 21.10) by US Merger Subsidiary pursuant to Clause 12 (Fees) the Merger Agreement and Clause 17 (Costs and expenses) have that the consummation of the Merger will occur concurrently with the Utilisation. 2. The Offer has been paid or will be paid by the first Utilisation Dateconsummated. APJ/076001.00588/98366820.7Page 117 Schedule 3 – Utilisation Request From: StoneX Financial Ltd [Borrower] To: Barclays Bank PLC [Agent] Dated: Dear Sirs StoneX Financial Ltd – USD 115,000,000 Facility Agreement originally dated 14 October 2020 (the Agreement) 1 Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. 2 We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [** [ ] (or, if that is not a Business Day, the next Business Day) Currency of Loan: [ ] Amount: [** [ ] or, if less, the Available Facility Interest Period: [** ] 3 [ ] 3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Agreement is satisfied on the date of this Utilisation Request. 4. 4 [This The Company confirms to each Finance Party that each of the Repeated Representations is true and correct as at the date hereof as if made by reference to the facts and circumstances existing on the date hereof. 5. The Loan is requested to be made pursuant to this Utilisation Request shall not be made in [whole]/[part] for the purpose event a Market Disruption Event occurs pursuant to Clause 11.2 (Market Disruption) of refinancing [identify maturing Loan]/[The this Agreement. 6. The proceeds of this Loan should be credited to [account].] 5 7. This Utilisation Request is irrevocable. Yours faithfully ………………………………… authorised signatory for StoneX Financial Ltd APJ/076001.00588/98366820.7Page 118 Schedule 4 – Form [name of Transfer Certificate To: Barclays Bank PLC as Agent relevant Borrower] authorised signatory for [name of Company]** ** If different from Borrower. From: [The Existing LenderBorrower] (the Existing Lender) and To: [The New LenderAgent] (the New Lender) Dated: 1 Dear Sirs 1. We refer to the Agreement. This is a Transfer CertificateFacility [A/C] Extension Notice. Terms defined in the Agreement have the same meaning in this Transfer Certificate Facility [A/C] Extension Notice unless given a different meaning in this Transfer CertificateFacility [A/C] Extension Notice. 2. We wish to exercise the Facility [A/C] Extension Option and to postpone repayment of the Facility [A/C] Loans specified below until the Extended Facility [A/C] Repayment Date. 3. The Facility [A/C] Loans in respect of which the Facility [A/C] Extension Option is exercised are: [Specify details of Facility [A/C] Loans the repayment of which is to be extended until the Extended Facility [A/C] Repayment Date]. 4. The Company confirms to each Finance Party that each of the Repeated Representations is true and correct as at the date hereof as if made by reference to the facts and circumstances existing on the date hereof.

Other documents and evidence. (a) A copy of any other Authorisation or other document, opinion or assurance which the Agent Lender considers to be necessary or desirable (if it has notified the Borrower APJ/076001.00588/98366820.7Page 116 Guarantor accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (b) The Original Financial Statements of each Obligor. (c) Evidence that the fees, costs and expenses then due from the Borrower Guarantor pursuant to Clause 12 (Fees) the Fee Letter and Clause 17 (Costs and expenses) have been paid or will be paid by the first Utilisation Date. (d) Confirmation that the Relevant Agreement has been duly entered into by the parties thereto. (e) The Fee Letter duly signed by the Guarantor. APJ/076001.00588/98366820.7Page 117 Schedule 3 – Utilisation Request PART I UTILISATION REQUEST From: StoneX Financial Ltd [Borrower] To: Barclays Bank PLC [Lender] Dated: Dear Sirs StoneX Financial Ltd – USD 115,000,000 Facility Agreement originally dated 14 October 2020 $50,000,000 FACILITY AGREEMENT DATED 12TH JANUARY 2001 (the Agreement) 1 We refer to the AgreementTHE "FACILITY AGREEMENT") 1. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2 We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [** [ ] (or, if that is not ------------------ a Business Day, the next Business Day) Currency of Loan: [ ] ------------------- [Amount: [*:] * [ ] or, if less, the ------------------- Available Facility Commitment Interest Period: [ ] ------------------- [*Amount of Revolving Loan to be converted:] * [ ] 3 ------------------- 2. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Agreement is satisfied on the date of this Utilisation Request. 3. 4 [This Loan is to be made in [whole]/[part] for the purpose of refinancing [identify maturing Loan]/[The The proceeds of this Loan should be credited to [account].] 5 4. This Utilisation Request is irrevocable. Yours faithfully ………………………………… authorised signatory for StoneX Financial Ltd APJ/076001.00588/98366820.7Page 118 Schedule 4 – Form of Transfer Certificate To: Barclays Bank PLC as Agent From: [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender) Dated: 1 We refer to the Agreement. This is a Transfer Certificate. 5. Terms defined in the Facility Agreement shall have the same meaning meanings when used in this Transfer Certificate unless given a different meaning Utilisation Request. Yours faithfully authorised signatory for [ name of Borrower] ----------- * Delete as appropriate -48- 50 PART II SELECTION NOTICE APPLICABLE TO A TERM LOAN From: [Borrower] To: [Lender] Dated: Dear Sirs $50,000,000 FACILITY AGREEMENT DATED 12TH JANUARY 2001 (THE "FACILITY AGREEMENT") 1. We refer to the following Term Loan(s) in [identify currency] with an Interest Period ending on [---------------------].* 2. We request that the next Interest Period for the above Term Loan(s) is [---------------------] 3. This Selection Notice is irrevocable. 4. Terms defined in the Facility Agreement shall have the same meanings when used in this Transfer CertificateSelection Notice. Yours faithfully ---------------------------- authorized signatory for [name of Borrower] ----------- *Insert details of all Term-Out Loans in the same currency which have an Interest Period ending on the same date. From: [Borrower] To: [Lender] Dated: Dear Sirs US$50,000,000 FACILITY AGREEMENT DATED 12TH JANUARY 2001 (THE "FACILITY AGREEMENT") 1. We wish to exercise the Term-Out Option under the Facility Agreement with effect from the Term-Out Date being [ ]. 2. We wish the following Revolving Loan(s) to be converted to Term Loans in the same currency as the Revolving Loan to be converted and in the amount(s) stated below and to have the following revised Final Maturity Date(s): LOAN AMOUNT CONVERTED FINAL MATURITY DATE [ ] [ ] [ ] 3. [In addition, we wish to make [a] further Term Loan(s) in the following amounts with the following Final Maturity Date(s): LOAN FINAL MATURITY DATE [ ] [ ]* 4. A Utilization Request in respect of [each of] the above Loan(s) shall be delivered in due course. 5. Terms defined in the Facility Agreement shall have the same meanings when used in this Term-Out Notice. Yours faithfully authorized signatory for [Name of Borrower] ---------- *Delete as appropriate -50- 52 \ SCHEDULE 3 MANDATORY COST FORMULAE 1. The Mandatory Cost is an addition to the interest rate to compensate the Lender for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank. 2. On the first day of each Interest Period (or as soon as possible thereafter) the Lender shall calculate, as a percentage rate, the Mandatory Cost, in accordance with the paragraphs set out below. 3. If the Lender is lending from a Facility Office in a Participating Member State, the Mandatory Cost will be the percentage notified by the Lender to the Guarantor as the cost of complying with the minimum reserve requirements of the European Central Bank. 4. If the Lender is lending from a Facility Office in the United Kingdom, the Mandatory Cost will be calculated by the Lender as follows: (a) in relation to a Sterling Loan: AB+C(B-D)+Ex0.01 ---------------- per cent. per annum. 100-(A+C) (b) in relation to a Loan in any currency other than Sterling:

Other documents and evidence. (a) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower APJ/076001.00588/98366820.7Page 116 accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (b) The Original Financial Statements of each Obligor. (c) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 12 10 (Fees) and Clause 17 15 (Costs and expensesExpenses) have been paid or will be paid by the first Utilisation Date. (b) Evidence that the Revenue Account has been opened. (c) An appointment of process agent letter duly executed by the Borrower and accepted by the process agent. (d) A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document. APJ/076001.00588/98366820.7Page 117 Schedule 3 – Utilisation Request From: StoneX Financial Ltd Magnum Opus International Holdings Limited To: Barclays Bank PLC DatedCordlife Group Limited Date: Dear Sirs StoneX Financial Ltd – USD 115,000,000 US$46,500,000 Facility Agreement originally dated 14 October 2020 [·] (the “Agreement) 1 ”) 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. 2 We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [** ·] (or, if that is not a Business Day, the next Business Day) Amount: [** ·] or, if less, the Available Facility Interest Period: [** ] 3 ·] 3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Agreement is satisfied on the date of this Utilisation Request. 4. 4 [This Loan is to be made in [whole]/[part] for the purpose of refinancing [identify maturing Loan]/[The The proceeds of this Loan should be credited to [account].] 5 5. This Utilisation Request is irrevocable. Yours faithfully ………………………………… authorised signatory for StoneX Financial Ltd APJ/076001.00588/98366820.7Page 118 Schedule 4 – Form of Transfer Certificate From: Magnum Opus International Holdings Limited To: Barclays Bank PLC as Agent FromCordlife Group Limited Date: Dear Sirs US$46,500,000 Facility Agreement dated [The Existing Lender·] (the Existing Lender) and [The New Lender] (the New Lender) Dated: 1 “Agreement”) 1. We refer to the Agreement. This is a Transfer Selection Notice. Terms defined in the Agreement have the same meaning when used in this Selection Notice unless given a different meaning in this Selection Notice. 2. We refer to the Loan with an Interest Period ending on [·]. 3. We request that the next Interest Period for the Loan be [·]. 4. This Selection Notice is irrevocable. authorised signatory for To: Cordlife Group Limited as Lender From: Magnum Opus International Holdings Limited Date: Dear Sirs US$46,500,000 Facility Agreement dated [·] (the “Agreement”) 1. We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Transfer Compliance Certificate unless given a different meaning in this Transfer Compliance Certificate. 2. We confirm that, up to the date of our most recent financial statements, the Loan to Total Security Value was less than 1.00 / 0.65. 3. We confirm that no Default is continuing. For and on behalf of Magnum Opus International Holdings Limited Name: Director / Authorised signatory Yours faithfully For and on behalf of Magnum Opus International Holdings Limited Name: Director / Authorised signatory

Other documents and evidence. (a) 11.1 A copy of any other Authorisation authorisation or other document, opinion or assurance which the Agent Bank reasonably considers to be necessary or desirable (if it has notified the Borrower APJ/076001.00588/98366820.7Page 116 accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (b) The Original Financial Statements of each Obligor. (c) 11.2 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 12 (Fees) and Clause 17 (Costs and expenses) under this agreement have been paid or will shall be paid by the first Utilisation Drawdown Date. APJ/076001.00588/98366820.7Page 117 Schedule 3 – Utilisation Request SCHEDULE 2 Drawdown Notice To: The Royal Bank of Scotland plc From: StoneX Financial Ltd ToCBRERT Coventry Limited Date: Barclays Bank PLC Dated: [ ] 2007 Dear Sirs StoneX Financial Ltd – USD 115,000,000 Facility £[ ] Loan Agreement originally dated 14 October 2020 (the Agreement) 1 [ ] 2007 We refer to the above loan agreement (the “Loan Agreement”) made between (1) ourselves as Borrower and (2) yourselves as Bank. This is a Utilisation Request. Terms Expressions defined in the Loan Agreement will have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Requestnotice. 2 We give you notice that we wish to borrow make a Drawing of £[ ] under the Loan on Agreement. Please make it available to account number: [ ] with [ ], London in the following terms: Proposed Utilisation Date: [** ] (or, if that is not a Business Day, the next Business Day) Amount: [** ] or, if less, the Available Facility Interest Period: [** ] 3 We confirm that each condition specified in Clause 4.2 (Further conditions precedent) name of the Agreement is satisfied on [ ]. As at the date of this Utilisation Request. 4 [This notice the representations and warranties contained in clause 7 of the Loan is to be made in [whole]/[part] for Agreement are true and accurate and no Event of Default or event which upon the purpose giving of refinancing [identify maturing Loan]/[The proceeds notice or with the lapse of this Loan should be credited to [account].] 5 This Utilisation Request is irrevocabletime or both or the satisfying of other conditions would constitute an Event of Default has occurred or will occur as a result of the Drawing. Yours faithfully ………………………………… authorised signatory SCHEDULE 3 Undertaking The Royal Bank of Scotland plc ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (attention: ▇▇▇ ▇▇▇▇▇▇ / ▇▇▇▇▇ ▇▇▇▇) Dated: [ ] 2007 Dear Sirs CBRERT Coventry Limited (the “Borrower”) and The Royal Bank of Scotland plc (the “Bank”) We have been appointed by the Borrower as sole Managing Agent for StoneX Financial Ltd APJ/076001.00588/98366820.7Page 118 Schedule the land and buildings known as ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “Property”) pursuant to the terms of an agreement dated 2007 (the “Management Agency Agreement”). We are aware that you are proposing to make a loan facility available to the Borrower pursuant to a loan agreement of even date (the “Loan Agreement”) and that your security for such loan facility will include a charge over the Property and a charge over the Gross Rental Income (as defined in the Loan Agreement) arising from the Property. In consideration of the Bank giving time or credit or financial facilities to the Borrower and also of approving and continuing to approve our appointment as Managing Agent of the Property, we hereby give with the consent of the Borrower an irrevocable undertaking to the Bank as follows: (a) we will fully comply with the obligation imposed upon us under the terms of the Management Agency Agreement and will not agree to any material variation thereof without the Bank’s consent; (b) we shall until such time as the Bank gives notice to us under paragraph (d) hereof within 5 business days of receipt of any Gross Rental Income payable from time to time in relation to the Property directly pay such Gross Rental Income into the Managing Agent’s Account (as defined in the Loan Agreement) and shall within 10 Business Days of receipt of the Gross Rental Income (and in any event before 20th of each calendar month following the rental quarter date) transfer the balance available in the Managing Agent’s Account into the Rental Income Account (as defined in the Loan Agreement) or such other account as the Bank notifies us in writing without set-off or counterclaim and pending such transfer we shall hold all such funds received by us on trust for you. (c) we acknowledge that following receipt of notice from the Bank that an Event of Default has occurred which has not been remedied to the satisfaction of the Bank and which has not been waived, the Bank will only allow withdrawal from the Managing Agent’s Account of amounts to pay the deductions referred to in the definition of Net Rental Income in the Loan Agreement if we demonstrate to the Bank that such deductions are then due and payable by us in respect of the Property or relate to payments made to us on account in relation to anticipated future expenditure and after payment of any deductions permitted by the Bank, the balance of monies (if any) in the Managing Agent’s Account will be transferred forthwith into the Rental Income Account without set-off or counterclaim and thereafter forthwith upon receipt of any future Gross Rental Income payable in relation to the Property we shall promptly and directly pay such Gross Rental Income into the Rental Income Account without set off or counterclaim; (d) if the Bank serves notice under paragraph (c) above or under clause 9.8.3 of the Loan Agreement, then either the Borrower on the instructions of the Bank or we will be entitled to terminate the Management Agency Agreement with immediate effect but any monies then in the Managing Agent’s Account will be dealt with in accordance with this letter; (e) we acknowledge and confirm that all monies from time to time held in the Managing Agent’s Account are and will be held by us as agent and trustee solely and beneficially for the Borrower under the terms of the Management Agency Agreement; (f) we will as soon as reasonably practicable notify the Bank of any material breach, default or alleged breach or default by any tenant or occupier of any of the terms of their tenancy, lease licence or other agreement as soon as we become aware of or we are notified of the same and without limitation we will inform the Bank if any tenant fails within 28 days of the due date to make any payment of the rent but for the purposes excluding service charges and insurance rent due under its lease; (g) we will immediately notify the Bank of any material damage or destruction of the Property or any part thereof as soon as we become aware of the same; (h) we will immediately inform the Bank of the termination by the Borrower of our employment as Managing Agent of the Property or if we cease to be the sole Managing Agent and we will not terminate the Management Agency Agreement without giving the Bank ten working days prior notice in writing; Our obligations under this letter will continue until: (i) immediately after we have given written notice to the Bank of the termination of our employment as Managing Agent of the Property provided that and notwithstanding such notice where we continue to hold any Gross Rental Income our obligations under paragraph (b) or paragraph (c) above, as the case may be, shall continue until we have paid those monies in accordance with the relevant paragraph; or (ii) until the indebtedness of the Borrower to the Bank secured on the Property has been repaid whichever shall first occur. We note that you will notify us when the indebtedness to the Bank secured on the Property has been repaid. Yours faithfully For and on behalf of SCHEDULE 4 – Form of Transfer Compliance Certificate To: Barclays The Royal Bank PLC as Agent Fromof Scotland plc ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Attention: [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender) Dated▇▇▇ ▇▇▇▇▇▇ / ▇▇▇▇▇ ▇▇▇▇ Date: 1 20 Dear Sirs We refer to the loan agreement dated [ ] April 2007 between you and us (the “Loan Agreement”). This is a Transfer CertificateCompliance Certificate as defined in the Loan Agreement. Terms defined in the Loan Agreement shall have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Compliance Certificate.. Without personal liability, I hereby certify on behalf of the Borrower as follows: 1. For the rental quarter ended [ ] 20 , Net Rental Income was £ and for the last Interest Period interest payable on the Loan (taking into account any hedging) was £ . The ratio of Net Rental Income to interest on the Loan was therefore %, which complies with clause 8.1.7

Other documents and evidence. (a) A copy of any other Authorisation or other document, opinion or assurance which the Agent and Security Trustee considers to be necessary or desirable (if it has notified the Borrower APJ/076001.00588/98366820.7Page 116 accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.. DAVE & GIRISH & CO. 48 (b) The Original ▇he ▇▇▇▇▇▇al Financial Statements of each Obligorthe Borrower. (c) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 12 (Fees) and Clause 17 6.6 (Costs and expenses) have been paid or will be paid by the first Utilisation Drawdown Date. (d) the Borrower shall provide the Lenders a detailed project feasibility report on the viability of the project. APJ/076001.00588/98366820.7Page 117 Schedule DAVE & GIRISH & CO. 49 SCHEDULE - 3 – Utilisation Request REQUESTS DRAWDOWN REQUEST From: StoneX Financial Ltd [Borrower] ---------- To: Barclays Bank PLC [Agent and Security Trustee] ---------------------------- Dated: Dear Sirs StoneX Financial Ltd – USD 115,000,000 Facility Agreement originally dated 14 October 2020 [BORROWER] - [ ] FACILITY AGREEMENT ---------- ------- DATED [ ] (the AgreementTHE "FACILITY AGREEMENT") 1 ------ 1. We refer to the Facility Agreement. This is a Utilisation Drawdown Request. Terms defined in the Facility Agreement shall have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Drawdown Request. 2. 2 We wish to borrow avail of a Loan Facility on the following terms: Proposed Utilisation Drawdown Date: [** [ ] (or, if that is not a Business Day, the ------- next Business Day) Amount: [** [ ] or, if less, the Available Facility Interest Period: [** ] 3 ------- 3. We confirm that each condition specified in Clause 4.2 2.4.2 (Further conditions precedent) of the Agreement is satisfied on the date of this Utilisation Drawdown Request. 4 [This Loan is to be made in [whole]/[part] for the purpose of refinancing [identify maturing Loan]/[The proceeds of this Loan should be credited to [account].] 5 This Utilisation Request is irrevocable. Yours faithfully ………………………………… authorised signatory for StoneX Financial Ltd APJ/076001.00588/98366820.7Page 118 Schedule 4 – Form of Transfer Certificate To: Barclays Bank PLC as Agent From: [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender) Dated: 1 We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

Other documents and evidence. (aA) A copy of any other Authorisation or other document, opinion or assurance which All Fee Letters duly executed by the Agent considers to be necessary or desirable (if it has notified the Borrower APJ/076001.00588/98366820.7Page 116 accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance DocumentBorrower. (bB) The Original Financial Statements of each Obligor. (c) Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 12 clause 10 (Fees) and Clause 17 clause 15 (Costs and expenses) have been paid paid. (C) Executed copies of each Finance Document. (D) A list of Encumbrances in existence on or will be paid prior to the date of this Agreement created by the first Utilisation DateBorrower or any Principal Subsidiary (other than the Listed Principal Subsidiaries and their Subsidiaries) executed by an authorised signatory of the Borrower. APJ/076001.00588/98366820.7Page 117 Schedule 3 – Utilisation Request SCHEDULE 3: DRAWDOWN NOTICE (clause 4.2(A)) From: StoneX Financial Ltd PCCW-HKT Telephone Limited To: Barclays Bank PLC DatedBayerische Landesbank, Hong Kong Branch (as Agent) Date: [o] Dear Sirs StoneX Financial Ltd – USD 115,000,000 HK$6,000,000,000 Revolving Loan Facility Agreement originally dated 14 October 2020 12 December 2003 with PCCW-HKT Telephone Limited as borrower (the "Facility Agreement") 1 We refer to the Agreement. This is a Utilisation RequestFacility Agreement (as the same may from time to time be amended, varied, supplemented, restated or novated). Terms defined in the Facility Agreement shall have the same meaning meanings when used in this Utilisation Request unless given a different meaning notice. We: (a) give you notice that we request for an advance under the Facility in this Utilisation Request. 2 We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [** an amount of HK$[insert amount] (or, if that is not a Business Day, the next Business Day) Amount: [** ] or, or if less, the Available Facility Interest PeriodFacility) on [insert date]; (b) request that the proceeds of such advance are to be made available by credit directly to the following account: [o]] ** ] 3 We (c) confirm that each condition specified the Interest Period of such advance shall be [one/two/three/six/longer period]* Month(s) [provided that, if this request for a 6 month or longer period is not accepted by the Lenders, we shall be deemed to have requested an Interest Period of [one/two/three]* Month(s) being the Fallback Period]; * (d) confirm that the representations and warranties referred to and deemed to be repeated in Clause 4.2 accordance with clause 16.18 (Further conditions precedentRepetition) of the Facility Agreement is satisfied are true and accurate as if made on the date of this Utilisation Request. 4 notice with reference to the facts and circumstances now existing; (e) confirm that no [Event of Default/Default]* is Continuing or would result from the making of such advance; and (f) [confirm that no Material Adverse Change has occurred since the date of the Facility Agreement or, if later, the date of the latest Financial Statements delivered to you pursuant to clause 17.1 (Financial Statements) of the Facility Agreement.]* This Loan Drawdown Notice is to be made in [whole]/[part] for the purpose of refinancing [identify maturing Loan]/[The proceeds of this Loan should be credited to [account].] 5 This Utilisation Request irrevocable and is irrevocablegoverned by Hong Kong law. Yours faithfully ………………………………… authorised signatory for StoneX Financial Ltd APJ/076001.00588/98366820.7Page 118 Schedule 4 – Form For and on behalf of Transfer Certificate PCCW-HKT Telephone Limited ........................................ Name: Title: * delete if not applicable SCHEDULE 4: FORM OF TRANSFER CERTIFICATE (clause 21.5) To: Barclays Bank PLC Bayerische Landesbank, Hong Kong Branch (as Agent From: [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender) Dated: 1 We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.Agent)