Common use of POST-COMPLETION MATTERS Clause in Contracts

POST-COMPLETION MATTERS. 10.1. Each Seller agrees in respect only of itself that the Seller shall, for so long as the Seller remains the registered holder of any of the Relevant Shares after Completion, hold those Relevant Shares with all rights and benefits attaching or accruing to them on or after the date of this Agreement as bare trustee for the Buyer absolutely. 10.2. For a period of [***] after Completion each Seller hereby irrevocably undertakes to the Buyer pending registration by the Company of the transfer of the Seller’s Relevant Shares to the Buyer, to exercise any votes attaching to any of the Seller’s Relevant Shares or sign any consent to short notice of a general meeting (or written resolution in lieu thereof) as the Buyer may reasonably direct. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. 10.3. Each Seller acting severally shall execute and shall procure the execution of, all documents and deeds and/or do or procure the doing of, all acts and things that the Buyer reasonably requires after Completion to vest in the Buyer legal title to and the full benefit of the Relevant Shares held by such Seller. 10.4. Subject to clause 10.5, each of the Sellers (for itself and for and on behalf of each of its Affiliates) hereby irrevocably agrees that, with effect from and conditional upon Completion: (a) the Shareholder Arrangements are hereby terminated; (b) any and all rights of any Seller and/or any of its Affiliates and any and all obligations of the Company under, pursuant to or in connection with the Shareholder Arrangements, along with any other claim or demand of any Seller or any of its Affiliates against the Company, which are subsisting or outstanding at the date of this Agreement are expressly waived and released, including any and all such rights and obligations, claims and demands which may have accrued in respect of any period prior to Completion; and (c) any and all other debts or liabilities (whether actual, contingent or prospective and including any interest thereon) of the Company to any Seller under, pursuant to or in connection with the Shareholder Arrangements or otherwise which are subsisting or outstanding at the date of this Agreement are expressly waived, released and discharged. 10.5. Each Seller shall ensure that at Completion there will be no amounts owing by the Company to such Seller in respect of itself and its Affiliates only, other than by way of accrued but unpaid salary or consultancy fees or unreimbursed expenses incurred in the ordinary course of business consistent with past practice owed to employees or consultants of the Company. 10.6. The Buyer shall, within 20 Business Days of Completion, procure that the name of the Company is changed to such name as the Buyer may decide provided that it does not include the word “F-star”. 10.7. The Buyer intends to make an election under Section 338(g) of the United States Internal Revenue Code of 1986, as amended (the “IRC”) (and any corresponding election under state and local Tax law) with respect to the purchase of the Shares under this Agreement (collectively, the “Section 338 Election”). The Buyer may make the Section 338 Election in its sole discretion; provided, however, that the Sellers shall not be liable in respect of a Tax Warranty Claim for any liability of the Company for Taxes arising directly or indirectly from the Section 338 Election and the Buyer shall indemnify the Sellers and the Company on an after-Tax basis against any Tax liability, losses and all reasonable costs and expenses of the Sellers or the Company which arise directly or indirectly as a result of the Section 338 Election being made excluding any Tax liability, losses or costs and expenses that would have not have arisen had all of the Tax Warranties made by the Company and Sellers been true, correct and complete. In addition, in the case of any Seller, the calculation of any increase in Tax liability of such Seller resulting from the Section 338 Election shall be made assuming (a) that such Seller and any of its direct or indirect owners has made a timely and valid election under Section 1295 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder to treat its shares in the Company as a “qualified electing fund” within the meaning of Section 1295 effective with the first day of such Seller’s holding period in the Company’s shares and (b) that the Company is not, and has not at any time during the five (5) taxable years preceding the Completion Date, been a “controlled foreign corporation” within the meaning of Section 957 of the IRC. For clarify, Purchaser shall not be required under this Section 10.7 to indemnify the Company or any Seller for any Tax liability that would not have arisen had a Seller (or its direct or indirect owners) elected to treat the Company as a qualified electing fund and/or had the Company not been a controlled foreign corporation, as described in the previous sentence.

POST-COMPLETION MATTERS. 10.1. 8.1 Each Seller agrees Vendor for himself only in respect only of itself that relation to the Seller shallShares which he is selling to the Purchaser irrevocably undertakes to the Purchaser that, for so as long as the Seller it remains the registered holder of any holders of the Relevant Shares after Completion, he shall: (a) hold those Relevant the Shares with and any dividends and other moneys or assets paid or distributed in respect of them and all rights arising out of or in connection with them from Completion in trust for the Purchaser; and (b) deal with the Shares and benefits attaching or accruing to them on or after all such dividends, distributions and rights as the Purchaser may direct from Completion until the date on which the Purchaser or its nominee is entered in the register of this Agreement members of the Company as bare trustee for the Buyer absolutelyholder of the Shares. 10.2. For a period of [***] after Completion each Seller hereby 8.2 Each Vendor irrevocably undertakes and unconditionally appoints the Purchaser as its attorney to the Buyer pending registration by the Company of the transfer of the Seller’s Relevant Shares to the Buyer, to exercise do and perform any votes attaching to any of the Seller’s Relevant Shares or sign any consent to short notice of a general meeting (or written resolution in lieu thereof) as the Buyer may reasonably direct. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. 10.3. Each Seller acting severally shall execute and shall procure the execution of, all documents and deeds and/or do or procure the doing of, all acts and things which the Purchaser in its absolute discretion considers necessary or desirable in connection with the Shares from Completion until the date on which the Purchaser or its nominee is entered in the register of members of the Company as the holder of the Shares, including (without prejudice to the generality of the foregoing): (a) exercising any rights, privileges or duties attaching to the Shares including, without limitation, receiving notices of, and attending and voting at, all meetings of the shareholders of the Company and meetings of the members of any particular class of the Shares and all or any adjournment of such meetings; and (b) completing and delivering any consents, proxies or resolution and any other documents required to be signed by a Vendor as a member of the Company from Completion until the date on which the Purchaser or its nominee is entered in the register of members of the Company as the holder of the Shares. 8.3 For the purpose of sub clause 8.2 (Post Completion matters), each Vendor irrevocably and unconditionally authorises the Company from Completion to send any notices in respect of its shareholding to the Purchaser and the Company shall not be required also to send such notices the relevant Vendor. 8.4 Each Warrantor undertakes to disclose in writing to the Purchaser anything which he is aware is likely to give rise to a Claim or any other claim under this Agreement or which is inconsistent with the contents of the Disclosure Letter promptly (and in any case within one week) when it comes to the notice of any of them after Completion. 8.5 In the event that the Buyer reasonably requires after EST Termination Arrangements are not complete at Completion to vest in the Buyer legal title to and the full benefit of the Relevant Shares held by such Seller. 10.4. Subject to clause 10.5, each of the Sellers (for itself and for and on behalf of each of its Affiliates) hereby irrevocably agrees that, with effect from and conditional upon Completionthen: (a) the Shareholder Arrangements are hereby terminated;Warrantors undertake to procure that as soon as reasonably practicable following Completion the Company take all such actions within its power necessary to complete and procure that the Trustee completes the EST Termination Arrangements; and (b) any and all rights of any Seller and/or any of its Affiliates and any and all obligations of the Company under, pursuant Purchaser shall allow the Warrantors to or in connection with the Shareholder Arrangements, along with any other claim or demand of any Seller or any of its Affiliates against the Company, which are subsisting or outstanding at the date of this Agreement are expressly waived and released, including any and take all such rights necessary steps and obligationsprovide the necessary authorisations to the Trustee to allow the Warrantors to act on its behalf if required, claims and demands which may have accrued in respect of any period prior to Completion; and (c) any and all other debts or liabilities (whether actual, contingent or prospective and including any interest thereon) of provided that the Company to any Seller under, pursuant to or in connection with the Shareholder Arrangements or otherwise which are subsisting or outstanding at the date of this Agreement are expressly waived, released and discharged. 10.5. Each Seller Warrantors shall ensure that at the Purchaser receives copies of all material correspondence and documents relating to the EST Termination Arrangements and is given an opportunity to comment on the arrangements and related documents prior to their implementation and/or execution (as appropriate). 8.6 In the event that upon Completion there will be no amounts owing Praxis Trustees Limited has not retired as trustee of the EBT and been replaced by Xxxxxx Xxxxxxx and Xxxxx XxXxxxxxx then the Company provisions of clause 8.5 shall apply mutatis mutandis to such Seller in respect of itself retirement and its Affiliates only, other than by way of accrued but unpaid salary or consultancy fees or unreimbursed expenses incurred in the ordinary course of business consistent with past practice owed to employees or consultants of the Companyreplacement. 10.6. The Buyer shall, within 20 Business Days of Completion, procure that the name of the Company is changed to such name as the Buyer may decide provided that it does not include the word “F-star”. 10.7. The Buyer intends to make an election under Section 338(g) of the United States Internal Revenue Code of 1986, as amended (the “IRC”) (and any corresponding election under state and local Tax law) with respect to the purchase of the Shares under this Agreement (collectively, the “Section 338 Election”). The Buyer may make the Section 338 Election in its sole discretion; provided, however, that the Sellers shall not be liable in respect of a Tax Warranty Claim for any liability of the Company for Taxes arising directly or indirectly from the Section 338 Election and the Buyer shall indemnify the Sellers and the Company on an after-Tax basis against any Tax liability, losses and all reasonable costs and expenses of the Sellers or the Company which arise directly or indirectly as a result of the Section 338 Election being made excluding any Tax liability, losses or costs and expenses that would have not have arisen had all of the Tax Warranties made by the Company and Sellers been true, correct and complete. In addition, in the case of any Seller, the calculation of any increase in Tax liability of such Seller resulting from the Section 338 Election shall be made assuming (a) that such Seller and any of its direct or indirect owners has made a timely and valid election under Section 1295 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder to treat its shares in the Company as a “qualified electing fund” within the meaning of Section 1295 effective with the first day of such Seller’s holding period in the Company’s shares and (b) that the Company is not, and has not at any time during the five (5) taxable years preceding the Completion Date, been a “controlled foreign corporation” within the meaning of Section 957 of the IRC. For clarify, Purchaser shall not be required under this Section 10.7 to indemnify the Company or any Seller for any Tax liability that would not have arisen had a Seller (or its direct or indirect owners) elected to treat the Company as a qualified electing fund and/or had the Company not been a controlled foreign corporation, as described in the previous sentence.

POST-COMPLETION MATTERS. 10.1. Each Seller agrees in respect only of itself 11.1 The Vendor declares that the Seller shall, for so as long as the Seller it remains the registered holder of the Shares after Completion it will: (a) hold the Shares and the dividends and any other moneys paid or distributed in respect of them after Completion and all rights arising out of or in connection with them in trust for the Purchaser; and (b) deal with the Shares and all such dividends, distributions and rights as the Purchaser may direct for the period between Completion and the day on which the Purchaser or its nominee is entered in the register of members of each Target Holding Company as the holder of the Relevant Shares. 11.2 The Vendor irrevocably appoints the Purchaser as its attorney for the purpose of exercising any rights, privileges or duties attaching to the Shares including receiving notices of and attending and voting at all meetings of the members of the Target Holding Company from Completion to the day on which the Purchaser or its nominee is entered in the register of members of the Target Holding Company as the holder of the Shares. 11.3 For the purpose of sub-clause 11.2, the Vendor authorises: (a) all Target Companies to send any notices in respect of their shareholdings to the Purchaser; and (b) the Purchaser to complete and return forms of proxy, consents to short notice, written resolutions and any other document required to be signed by the Vendor as a member of the Target Holding Company. 11.4 The Vendor will notify the Purchaser forthwith if there is a Vendor Change of Control prior to the date which falls twelve months from Completion, whereupon (i) the parties shall enter into the Escrow Agreement and shall procure that the Purchaser’s Solicitors and Vendor’s Solicitors (or such other Escrow Agent as they shall nominate) enter into the Escrow Agreement and (ii) the Vendor shall deposit a sum equal to the Escrow Cash Consideration into the joint account to be established by the Escrow Agents in accordance with the Escrow Agreement. 11.5 Subject to the provisions of Clause 11.6 below, the Vendor and the Purchaser shall execute and deliver a Notice (as such term is defined in the Escrow Agreement) to the Escrow Agents on the first anniversary of Completion requiring the Escrow Agents to instruct the bank holding the balance of the Escrow Cash Consideration to transfer such balance to an account nominated by the Vendor (subject to withholdings and deductions made by the Escrow Agents according to the terms of the Escrow Agreement). 11.6 In the event that any Claim (having been notified to the Vendor) is outstanding or has not been settled at the first anniversary of Completion, the Purchaser shall not be required to execute a Notice (as such term is defined in the Escrow Agreement) in respect of all or any amount sought (if a liquidated sum) under the Claim, provided that the Purchaser has delivered to the Vendor, on or before the first anniversary of Completion, a counsel’s opinion from a barrister of at least ten years’ call that the Claim in question has at least a 51% chance of success and that the amount sought by the Purchaser under such Claim is realistic. If the Claim is for an unliquidated sum, such counsel shall be instructed to state what in his opinion is the amount that would be recovered if such Claim were successful, and the amount so stated by counsel shall be retained in the Escrow Account pending resolution of the Claim. For the avoidance of doubt, the Purchaser shall execute and deliver a Notice (as such term is defined in the Escrow Agreement) in accordance with the provisions of Clause 11.5 in respect of that proportion (if any) of the Escrow Cash Consideration that is not retained in accordance with this Clause 11.6. 11.7 As soon as practicable following Completion and subject to the provisions of Clause 10.3, the Vendor shall deliver to the Purchaser all accounts receivable in respect of the Wireless Infrastructure Business paid to the Filtronic Group after Completion, hold those Relevant Shares with all rights and benefits attaching whether such receivable is contractually payable to a member of the Filtronic Group or accruing to them on or after the date of this Agreement as bare trustee for the Buyer absolutelya Target Company. 10.2. For a period of [***] 11.8 If Completion occurs, immediately after Completion each Seller hereby irrevocably undertakes the parties shall, at the request and expense of the Purchaser, send letters in the agreed form to the Buyer pending registration by the Company suppliers and customers of the transfer of the Seller’s Relevant Shares to the Buyer, to exercise any votes attaching to any of the Seller’s Relevant Shares or sign any consent to short notice of a general meeting (or written resolution in lieu thereof) as the Buyer may reasonably direct. *** Certain information in this agreement has been omitted Target Companies and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment requestComtek. 10.3. Each Seller acting severally shall execute and shall procure the execution of, all documents and deeds and/or do or procure the doing of, all acts and things that the Buyer reasonably requires after 11.9 If Completion to vest in the Buyer legal title to and the full benefit of the Relevant Shares held by such Seller. 10.4. Subject to clause 10.5, each of the Sellers (for itself and for and on behalf of each of its Affiliates) hereby irrevocably agrees that, with effect from and conditional upon Completionoccurs: (a) the Shareholder Arrangements are hereby terminated;Vendor shall, and shall procure that Comtek shall, forthwith upon receipt, forward to the Purchaser any orders, notices, correspondence, information or enquiries received by it which relate to the Target Companies or the Comtek Business; and (b) any and all rights of any Seller and/or any of its Affiliates and any and all obligations of the Company under, pursuant to or in connection with the Shareholder Arrangements, along with any other claim or demand of any Seller or any of its Affiliates against the Company, which are subsisting or outstanding at the date of this Agreement are expressly waived and released, including any and all such rights and obligations, claims and demands which may have accrued in respect of any period prior to Completion; and (c) any and all other debts or liabilities (whether actual, contingent or prospective and including any interest thereon) of the Company to any Seller under, pursuant to or in connection with the Shareholder Arrangements or otherwise which are subsisting or outstanding at the date of this Agreement are expressly waived, released and discharged. 10.5. Each Seller shall ensure that at Completion there will be no amounts owing by the Company to such Seller in respect of itself and its Affiliates only, other than by way of accrued but unpaid salary or consultancy fees or unreimbursed expenses incurred in the ordinary course of business consistent with past practice owed to employees or consultants of the Company. 10.6. The Buyer Purchaser shall, within 20 Business Days of Completion, and shall procure that the name Target Companies shall, forthwith upon receipt, forward to the Vendor any notices, correspondence, information or enquiries received by any of them which relate to the Filtronic Group. 11.10 To the extent that the Office of Fair Trading (or relevant non-UK competition authority) (“OFT”) at any time after Completion request any information regarding the transaction contemplated by this Agreement (the “Transaction”), the Vendor shall promptly and fully co-operate with the Purchaser in responding to any such request, which co-operation shall include furnishing any information in the Vendor’s possession which as been requested by the OFT and, to the extent this becomes necessary or desirable in the opinion of the Purchaser, assisting with the preparation and submission of any notification to the OFT which relates to the Transaction (provided that nothing in this clause shall require the Vendor to divulge confidential information directly to the Purchaser). Each party shall pay its own costs incurred in complying with this clause 11.10. 11.11 The Purchaser undertakes that it will procure that each Target Company is changed to such changes its corporate name as the Buyer may decide provided that it soon as reasonably practicable after Completion to a name which does not include the word “F-star”Filtronic” and that, following such name changes, it will supply to the Vendor copies of certificates of incorporation (or the equivalent in overseas jurisdictions) in respect of such name changes. 10.7. The Buyer intends 11.12 As soon as reasonably practicable following Completion, the Purchaser shall procure that the American Company and/or Filtronic Holdings, Inc. shall cause the assets and liabilities of the 401 (k) plan attributable to make an election under individuals who are not current or former employees of the American Company or of Filtronic Holdings, Inc. to be transferred to a new plan to be established by the Vendor (or a member of the Filtronic Group nominated for this purpose by the Vendor) that is intended to satisfy the requirements of Section 338(g401 (a) and Section 401 (k) of the United States Internal Revenue Code of 1986, as amended (the “IRC”) (and any corresponding election under state and local Tax law) with respect to the purchase of the Shares under this Agreement (collectively, the “Section 338 Election”). The Buyer may make the Section 338 Election in its sole discretion; provided, however, that the Sellers shall not be liable in respect of a Tax Warranty Claim for any liability of the Company for Taxes arising directly or indirectly from the Section 338 Election and the Buyer shall indemnify the Sellers and the Company on an after-Tax basis against any Tax liability, losses and all reasonable costs and expenses of the Sellers or the Company which arise directly or indirectly as a result of the Section 338 Election being made excluding any Tax liability, losses or costs and expenses that would have not have arisen had all of the Tax Warranties made by the Company and Sellers been true, correct and complete. In addition, in the case of any Seller, the calculation of any increase in Tax liability of such Seller resulting from the Section 338 Election shall be made assuming (a) that such Seller and any of its direct or indirect owners has made a timely and valid election under Section 1295 of the U.S. US Internal Revenue Code of 1986, as amended (the “Code”). Such transfer shall be effected in accordance with Section 414 (l) and the regulations thereunder to treat its shares in the Company as a “qualified electing fund” within the meaning of Section 1295 effective with the first day of such Seller’s holding period in the Company’s shares and (b) that the Company is not, and has not at any time during the five (5) taxable years preceding the Completion Date, been a “controlled foreign corporation” within the meaning of Section 957 of the IRC. For clarifyCode after the receipt by the American Company and/or Filtronic Holdings, Purchaser shall Inc of sufficient evidence that such transfer does not be required under this Section 10.7 to indemnify adversely affect the Company or any Seller for any Tax liability that would not have arisen had a Seller (or its direct or indirect owners) elected to treat qualified status of the Company as a qualified electing fund and/or had the Company not been a controlled foreign corporation, as described in the previous sentenceplan.

POST-COMPLETION MATTERS. 10.1. Each Seller agrees in respect only of itself that 9.1 As soon as practicable following Completion, the Seller shallshall procure the release of the Group Members from any guarantees, for so long as indemnities or similar obligations given or undertaken by any of them to secure or support the obligations of the Seller remains or members of the registered holder Seller's Group. Pending such release, the Seller shall indemnify each of the Purchaser and each Group Member against any liabilities, losses, claims or expenses suffered by them as a consequence of any claim under any such guarantee, indemnity or similar obligation. 9.2 As soon as practicable following Completion, the Purchaser shall procure the release of members of the Seller's Group from the guarantees, indemnities or similar obligations listed in Schedule 11 given or undertaken by any of them to secure or support the obligations of any of the Relevant Shares after CompletionGroup Members. Pending such release, hold those Relevant Shares with all rights the Purchaser shall indemnify the Seller and benefits attaching or accruing to them on or after the date of this Agreement as bare trustee for the Buyer absolutely. 10.2. For a period of [***] after Completion each Seller hereby irrevocably undertakes to the Buyer pending registration by the Company of the transfer members of the Seller’s Relevant Shares 's Group against any liabilities, losses, claims or expenses suffered by them as a consequence of any claim under any such guarantee, indemnity or similar obligation. 9.3 As soon as practicable following Completion, the Seller will deliver to the BuyerPurchaser pro forma Forms P11D correctly completed as at the Completion Date in respect of each relevant employee of the Group Members, such forms to exercise be drawn up in accordance with all relevant Inland Revenue requirements. To the extent that any votes attaching liability to tax in respect of expenses or benefits in kind which is not dealt with in such Forms P11D accrues to any employee of the Seller’s Relevant Shares or sign any consent Group Members, the Purchaser undertakes to short notice of a general meeting (or written resolution discharge such liabilities to tax in lieu thereof) as the Buyer may reasonably direct. *** Certain information in this agreement has been omitted and filed separately accordance with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject provisions of a confidential treatment requestclause 9.4. 10.3. Each Seller acting severally shall execute 9.4 The Purchaser shall, and shall shall, where relevant, procure that each Group Member shall, as soon as reasonably practical, enter into a PAYE settlement agreement with the execution of, all documents and deeds and/or do or procure the doing of, all acts and things that the Buyer reasonably requires after Completion to vest Inland Revenue in the Buyer legal title to and the full benefit respect of the Relevant Shares held by such Seller. 10.4. Subject to clause 10.5, each tax year ending 5 April 2003 under section 206A of the Sellers (for itself Income and for Corporation Taxes Act 1988 to pay the taxation liabilities of the employees of the Company and on behalf employees of each Group Members arising from taxation of its Affiliates) hereby irrevocably agrees that, with effect from and conditional upon Completionthe following benefits in kind: (a) the Shareholder Arrangements are hereby terminatedstaff Annual Christmas function and associated expenses; (b) any and all rights of any Seller and/or any of its Affiliates and any and all obligations of the Company under, pursuant to or in connection with the Shareholder Arrangements, along with any other claim or demand of any Seller or any of its Affiliates against the Company, which are subsisting or outstanding at the date of this Agreement are expressly waived and released, including any and all such rights and obligations, claims and demands which may have accrued in respect of any period prior to Completionstaff entertainment; and (c) overseas travel and personal incidental expenses; and any and all other debts benefit in kind which is not taken into account in the pro forma Forms P11D to be completed by the Seller in accordance with clause 9.3 or liabilities (whether actualdischarged by the Purchaser pursuant to clauses 9.4(a), contingent 9.4(b) or prospective and including any interest thereon) 9.4(c). 9.5 The Purchaser shall use its best endeavours to procure the release of the Company Seller from the ILU Guarantee. Pending such release the Purchaser will keep the Seller fully and regularly informed as to any Seller under, pursuant to or the progress in connection with securing the Shareholder Arrangements or otherwise which are subsisting or outstanding at the date of this Agreement are expressly waived, released and discharged. 10.5. Each Seller shall ensure that at Completion there will be no amounts owing by the Company to such Seller in respect of itself and its Affiliates only, other than by way of accrued but unpaid salary or consultancy fees or unreimbursed expenses incurred in the ordinary course of business consistent with past practice owed to employees or consultants release of the Company.ILU Guarantee including, without limitation, providing a written quarterly report setting out:- 10.6. The Buyer shall, within 20 Business Days of Completion, procure that the name of the Company is changed to such name as the Buyer may decide provided that it does not include the word “F-star”. 10.7. The Buyer intends to make an election under Section 338(g) of the United States Internal Revenue Code of 1986, as amended (the “IRC”) (and any corresponding election under state and local Tax law) with respect to the purchase of the Shares under this Agreement (collectively, the “Section 338 Election”). The Buyer may make the Section 338 Election in its sole discretion; provided, however, that the Sellers shall not be liable in respect of a Tax Warranty Claim for any liability of the Company for Taxes arising directly or indirectly from the Section 338 Election and the Buyer shall indemnify the Sellers and the Company on an after-Tax basis against any Tax liability, losses and all reasonable costs and expenses of the Sellers or the Company which arise directly or indirectly as a result of the Section 338 Election being made excluding any Tax liability, losses or costs and expenses that would have not have arisen had all of the Tax Warranties made by the Company and Sellers been true, correct and complete. In addition, in the case of any Seller, the calculation of any increase in Tax liability of such Seller resulting from the Section 338 Election shall be made assuming (a) that such Seller and any the progress of its direct or indirect owners has made a timely and valid election under Section 1295 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder to treat its shares in the Company as a “qualified electing fund” within the meaning of Section 1295 effective discussions with the first day of such Seller’s holding period in the Company’s shares and ILU; (b) that the Company is not, and has not details of matters discussed at any time during meeting with the five (5) taxable years preceding the Completion Date, been a “controlled foreign corporation” within the meaning of Section 957 of the IRC. For clarify, Purchaser shall not be required under this Section 10.7 to indemnify the Company or any Seller for any Tax liability that would not have arisen had a Seller (or its direct or indirect owners) elected to treat the Company as a qualified electing fund and/or had the Company not been a controlled foreign corporation, as described ILU in the previous sentencepreceding quarter; and (c) details of commutations entered into by the Group Members in the preceding quarter.

POST-COMPLETION MATTERS. 10.1. Each Seller agrees in respect only of itself that 5.1 The Vendor irrevocably undertakes to the Seller shallPurchaser that, for so as long as the Seller it remains the registered holder of any of the Relevant Shares after Completion, hold those Relevant Shares with all rights and benefits attaching or accruing to them on or after the date of this Agreement as bare trustee for the Buyer absolutely. 10.2. For a period of [***] after Completion each Seller hereby irrevocably undertakes to the Buyer pending registration by the Company of the transfer of the Seller’s Relevant Shares to the Buyer, to exercise any votes attaching to any of the Seller’s Relevant Shares or sign any consent to short notice of a general meeting (or written resolution in lieu thereof) as the Buyer may reasonably direct. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. 10.3. Each Seller acting severally shall execute and shall procure the execution of, all documents and deeds and/or do or procure the doing of, all acts and things that the Buyer reasonably requires after Completion to vest in the Buyer legal title to and the full benefit of the Relevant Shares held by such Seller. 10.4. Subject to clause 10.5, each of the Sellers (for itself and for and on behalf of each of its Affiliates) hereby irrevocably agrees that, with effect from and conditional upon Completionit shall: (a) 5.1.1 hold the Shareholder Arrangements are hereby terminated; (b) Shares and any dividends and other moneys or assets paid or distributed in respect of them and all rights arising out of any Seller and/or any of its Affiliates and any and all obligations of the Company under, pursuant to or in connection with them from Completion in trust for the Shareholder Arrangements, along Purchaser; and 5.1.2 deal with any other claim or demand of any Seller or any of its Affiliates against the Company, which are subsisting or outstanding at the date of this Agreement are expressly waived and released, including any Shares and all such dividends, distributions and rights and obligations, claims and demands as the Purchaser may direct from Completion until the date on which may have accrued the Purchaser or its nominee is entered in respect the register of any period prior to Completion; and (c) any and all other debts or liabilities (whether actual, contingent or prospective and including any interest thereon) members of the Company as the holder of the Shares. 5.2 Subject to clause 5.4, the Vendor irrevocably (by way of security to secure the proprietary interest of the Purchaser as purchaser of the Shares) and unconditionally appoints the Purchaser as its attorney to do and perform any Seller under, pursuant to acts and things which the Purchaser in its absolute discretion considers necessary or desirable in connection with the Shareholder Arrangements or otherwise which are subsisting or outstanding at Shares from Completion until the date on which the Purchaser or its nominee is entered in the register of this Agreement are expressly waivedmembers of the Company as the holder of the Shares, released including (without prejudice to the generality of the foregoing): 5.2.1 exercising any rights, privileges or duties attaching to the Shares including, without limitation, receiving notices of, and dischargedattending and voting at, all meetings of the shareholders of the Company and meetings of the members of any particular class of the Shares and all or any adjournment of such meetings; and 5.2.2 completing and delivering any consents, proxies or resolution and any other documents required to be signed by the Vendor as a member of the Company from Completion until the date on which the Purchaser or its nominee is entered in the register of members of the Company as the holder of the Shares. 10.5. Each Seller shall ensure that at 5.3 Subject to clause 5.4, for the purpose of clause 5.2 (Post Completion there will be no amounts owing by matters), the Vendor irrevocably and unconditionally authorises the Company from Completion to such Seller send any notices in respect of itself and its Affiliates only, other than by way of accrued but unpaid salary or consultancy fees or unreimbursed expenses incurred in the ordinary course of business consistent with past practice owed to employees or consultants of the Company. 10.6. The Buyer shall, within 20 Business Days of Completion, procure that the name of the Company is changed to such name as the Buyer may decide provided that it does not include the word “F-star”. 10.7. The Buyer intends to make an election under Section 338(g) of the United States Internal Revenue Code of 1986, as amended (the “IRC”) (and any corresponding election under state and local Tax law) with respect shareholding to the purchase of the Shares under this Agreement (collectively, the “Section 338 Election”). The Buyer may make the Section 338 Election in its sole discretion; provided, however, that the Sellers shall not be liable in respect of a Tax Warranty Claim for any liability of the Company for Taxes arising directly or indirectly from the Section 338 Election and the Buyer shall indemnify the Sellers Purchaser and the Company on an after-Tax basis against any Tax liability, losses and all reasonable costs and expenses of the Sellers or the Company which arise directly or indirectly as a result of the Section 338 Election being made excluding any Tax liability, losses or costs and expenses that would have not have arisen had all of the Tax Warranties made by the Company and Sellers been true, correct and complete. In addition, in the case of any Seller, the calculation of any increase in Tax liability of such Seller resulting from the Section 338 Election shall be made assuming (a) that such Seller and any of its direct or indirect owners has made a timely and valid election under Section 1295 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder to treat its shares in the Company as a “qualified electing fund” within the meaning of Section 1295 effective with the first day of such Seller’s holding period in the Company’s shares and (b) that the Company is not, and has not at any time during the five (5) taxable years preceding the Completion Date, been a “controlled foreign corporation” within the meaning of Section 957 of the IRC. For clarify, Purchaser shall not be required under this Section 10.7 also to indemnify send such notices to the Vendor. 5.4 The attorney granted pursuant to clause 5.2 and the attorney granted pursuant to clause 5.3 shall cease to apply if a sum equal to the Third Party Debt is not received in the Vendor’s Solicitors’ Bank Account prior to the Financing Due Date. If the Financing Call Option is not exercised by the Vendor by the expiry of the Financing Call Option Period then the Vendor shall be deemed to have reappointed the Purchaser in accordance with clause 5.2 and authorised the Company or any Seller for any Tax liability that would not have arisen had a Seller (or its direct or indirect owners) elected in accordance with clause 5.3. 5.5 The Vendor undertakes to treat use reasonable endeavours to provide all documentation, information, assistance and access to records as the Company reasonably requests to enable it to prepare and file statutory accounts for the period ending 31 December 2015. 5.6 The Vendor undertakes to use reasonable endeavours to deliver to the Purchaser following Completion those originals of the Project Agreements and Property Documents which are in its possession or under its control. 5.7 The Vendor undertakes to: 5.7.1 procure, so far as a qualified electing fund and/or had it is permitted by the Company’s bank, within 5 Business Days of the New Bank Notice, and transfer (to the extent possible) all sums standing to the credit of any bank account of the Company not in existence at Completion to a new bank account of the Company, the details of which have been notified in writing by the Purchaser to the Vendor (the “New Bank Notice”), in immediately available funds by electronic transfer under the CHAPS system; provided that no New Bank Notice may be submitted by the Purchaser to the Vendor until after receipt of a controlled foreign corporation, as described sum equal to the Third Party Debt in the previous sentence.Vendor’s Solicitors’ Bank Account; 5.7.2 procure that the signatories to any bank accounts of the Company in existence at Completion take no action in relation to such account save for those either contemplated by this clause 5.6 or as expressly requested in writing by the Purchaser; and 5.7.3 within 15 Business Days of satisfaction of the obligations set out in clause

POST-COMPLETION MATTERS. 10.1. Each Seller agrees in respect only of itself that the Seller shall, for so long as the Seller remains the registered holder of any of the Relevant Shares after Completion, hold those Relevant Shares with all rights and benefits attaching or accruing to them on or after the date of this Agreement as bare trustee for the Buyer absolutely. 10.2. For a period of [***] after Completion each Seller hereby irrevocably undertakes to the Buyer pending registration by the Company of the transfer of the Seller’s Relevant Shares to the Buyer, to exercise any votes attaching to any of the Seller’s Relevant Shares or sign any consent to short notice of a general meeting (or written resolution in lieu thereof) as the Buyer may reasonably direct. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. 10.3. Each Seller acting severally shall execute and shall procure the execution of, all documents and deeds and/or do or procure the doing of, all acts and things that the Buyer reasonably requires after Completion to vest in the Buyer legal title to and the full benefit of the Relevant Shares held by such Seller. 10.4. Subject to clause 10.5, each of the Sellers (for itself and for and on behalf of each of its Affiliates) hereby irrevocably agrees that, with effect from and conditional upon Completion: (a) the Shareholder Arrangements are hereby terminated; (b) any and all rights of any Seller and/or any of its Affiliates and any and all obligations of the Company under, pursuant to or in connection with the Shareholder Arrangements, along with any other claim or demand of any Seller or any of its Affiliates against the Company, which are subsisting or outstanding at the date of this Agreement are expressly waived and released, including any and all such rights and obligations, claims and demands which may have accrued in respect of any period prior to Completion; and (c) any and all other debts or liabilities (whether actual, contingent or prospective and including any interest thereon) of the Company to any Seller under, pursuant to or in connection with the Shareholder Arrangements or otherwise which are subsisting or outstanding at the date of this Agreement are expressly waived, released and discharged. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. 10.5. Each Seller shall ensure that at Completion there will be no amounts owing by the Company to such Seller in respect of itself and its Affiliates only, other than by way of accrued but unpaid salary or consultancy fees or unreimbursed expenses incurred in the ordinary course of business consistent with past practice owed to employees or consultants of the Company. 10.6. The Buyer shall, within 20 Business Days of Completion, procure that the name of the Company is changed to such name as the Buyer may decide provided that it does not include the word “F-star”. 10.7. The Buyer intends to make an election under Section 338(g) of the United States Internal Revenue Code of 1986, as amended (the “IRC”) (and any corresponding election under state and local Tax law) with respect to the purchase of the Shares under this Agreement (collectively, the “Section 338 Election”). The Buyer may make the Section 338 Election in its sole discretion; provided, however, that the Sellers shall not be liable in respect of a Tax Warranty Claim for any liability of the Company for Taxes arising directly or indirectly from the Section 338 Election and the Buyer shall indemnify the Sellers and the Company on an after-Tax basis against any Tax liability, losses and all reasonable costs and expenses of the Sellers or the Company which arise directly or indirectly as a result of the Section 338 Election being made excluding any Tax liability, losses or costs and expenses that would have not have arisen had all of the Tax Warranties made by the Company and Sellers been true, correct and complete. In addition, in the case of any Seller, the calculation of any increase in Tax liability of such Seller resulting from the Section 338 Election shall be made assuming (a) that such Seller and any of its direct or indirect owners has made a timely and valid election under Section 1295 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder to treat its shares in the Company as a “qualified electing fund” within the meaning of Section 1295 effective with the first day of such Seller’s holding period in the Company’s shares and (b) that the Company is not, and has not at any time during the five (5) taxable years preceding the Completion Date, been a “controlled foreign corporation” within the meaning of Section 957 of the IRC. For clarify, Purchaser shall not be required under *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. this Section 10.7 to indemnify the Company or any Seller for any Tax liability that would not have arisen had a Seller (or its direct or indirect owners) elected to treat the Company as a qualified electing fund and/or had the Company not been a controlled foreign corporation, as described in the previous sentence.

POST-COMPLETION MATTERS. 10.1. Each 6.1 The Seller agrees in respect only of itself hereby declares that the Seller shall, for so long as the Seller it remains the registered holder of any of the Relevant Sale Shares after Completion, hold those Relevant Shares with all rights and benefits attaching or accruing to them on or after the date of this Agreement as bare trustee for the Buyer absolutely. 10.2. For a period of [***] after Completion each Seller hereby irrevocably undertakes to the Buyer pending registration by the Company of the transfer of the Seller’s Relevant Shares to the Buyer, to exercise any votes attaching to any of the Seller’s Relevant Shares or sign any consent to short notice of a general meeting (or written resolution in lieu thereof) as the Buyer may reasonably direct. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. 10.3. Each Seller acting severally shall execute and shall procure the execution of, all documents and deeds and/or do or procure the doing of, all acts and things that the Buyer reasonably requires after Completion to vest in the Buyer legal title to and the full benefit of the Relevant Shares held by such Seller. 10.4. Subject to clause 10.5, each of the Sellers (for itself and for and on behalf of each of its Affiliates) hereby irrevocably agrees that, with effect from and conditional upon Completionit will: (a) hold the Shareholder Arrangements Sale Shares and the dividends and other distributions of profits or surplus or other assets declared, paid or made in respect of them after Completion and all rights arising out of or in connection with them in trust for the Purchaser and its successors in title; and (b) deal with and dispose of the Sale Shares and all such dividends, distributions and rights as are described in clause 6.1(a) as the Purchaser or any such successor may direct. (a) The Seller hereby terminatedappoints the Purchaser as its lawful attorney for the purpose of receiving notices of and attending and voting at all meetings of the members of either PTT or Talidan, or to the extent that it is able to do so to give directions to the Existing PTT Shareholders and Existing Talidan Shareholders pursuant to the agreements with them in respect thereof from Completion to the day on which the Purchaser or its Nominee is entered in the register of members of the respective companies as the holder of the relevant Sale Shares. (b) For such purpose the Seller hereby: (i) undertakes that it shall forward to the Purchaser any notices received by it in respect of its holding of Sale Shares; and (ii) authorizes the Purchaser to complete in such manner as it thinks fit and to return proxy cards, consents to short notice and any other document required to be signed by it in its capacity as a member. 6.3 The Seller shall execute or, so far as it is able, procure from any necessary third party such execution of all such documents and/or shall do or, so far as it is able, procure the doing of such acts and things as the Purchaser shall after Completion reasonably require in order to give effect to this Agreement and any documents entered into pursuant to it and to give to the Purchaser the full benefit of all the provisions of those agreements. 6.4 The Seller hereby undertakes with the Purchaser that it will: (a) save to the extent required pursuant to the agreements between the Seller and the Existing Talidan Shareholders and the Existing PTT Shareholders in relation to the respective sale of the Talidan Shares and the PTT Shares to the Seller and as otherwise agreed with the Purchaser, shall not without the Purchaser's prior written consent dispose of any of the Consideration Securities (other than in a private transaction with a Non-US Person or as otherwise agreed from time to time by the Purchaser) within the year immediately following Completion, or such shorter period being the applicable statutory restriction period under Regulation S of Rule 144 of the 1933 Act (the applicability of such restriction being evidenced by a legal opinion prepared by US Counsel to the Purchaser) without prejudice to the right of the Seller to transfer Consideration Securities to Qualified Institutional Buyers (as defined under Rule 144A of the 0000 Xxx) or under Regulation S to Non-US Persons (as defined under that Regulation) or pursuant to such other exemption from registration under the 1933 Act as being applicable subject to the further restriction that save as expressly set out the beginning of this paragraph, no transfer (other than in a private transaction with a Non-US Person and/or as otherwise agreed from time to time by the Purchaser) shall be made within 90 days from Completion; (b) any and all rights in the event that pursuant to either of any the PTT Agreement or the Talidan Agreement, the Seller and/or receives notice ("a transfer notice") of an intended sale by any of its Affiliates the Existing PTT Shareholders or the Existing Talidan Shareholders (as applicable), as soon as practicable following receipt of a transfer notice, the Seller shall notify the Purchaser and any and all obligations the Purchaser shall Have a period from receipt thereof until 8 business days prior to the final date for notification of an intention to take up the subject rights in which to notify the Seller of the Company under, pursuant number of offered shares which the members of the Purchaser's Board at such time in aggregate wish to or in connection with take up. Any such notice shall be irrevocable and shall commit the Shareholder Arrangements, along with any other claim or demand Purchaser to procure payment by such members of any Seller or any of its Affiliates against the Company, which are subsisting or outstanding at the date of this Agreement are expressly waived and released, including any and all such rights and obligations, claims and demands which may have accrued sums due in respect of the shares the subject of such notice and to be acquired by them in accordance with the provisions of this clause. If the members of the Purchaser's Board on the one hand and the Seller (together with its permitted assignees) on the other hand both wish to take up 50 per cent. or more of the offered Shares each shall be entitled to 50 per cent. of the offered shares. If either wishes to acquire less than their 50 per cent., the other shall be entitled to acquire the balance. The Seller shall exercise its pre-emption rights so as to give effect to this clause and the Purchaser shall indemnify the Seller for any period prior payment or other liabilities in respect of those shares to Completion; andbe acquired on behalf of the members of its board; (c) any and all other debts or liabilities (whether actual, contingent or prospective and including any interest thereon) not during the period from the Completion Date until the first anniversary of the Company issue of the Consideration Shares to any Seller under, be issued pursuant to clause 4.1 ceasing to be subject to transfer restrictions under the 1933 Act or in connection with (if earlier until the Shareholder Arrangements or otherwise which are subsisting or outstanding at the date second anniversary of this Agreement are expressly waived, released and discharged. 10.5. Each Seller shall ensure that at Completion there will be no amounts owing by the Company to such Seller in respect of itself and its Affiliates only, other than by way of accrued but unpaid salary or consultancy fees or unreimbursed expenses incurred in the ordinary course of business consistent with past practice owed to employees or consultants of the Company. 10.6. The Buyer shall, within 20 Business Days of Completion, procure that the name of the Company is changed to such name as the Buyer may decide provided that it does not include the word “F-star”. 10.7. The Buyer intends to make an election under Section 338(g) of the United States Internal Revenue Code of 1986, as amended (the “IRC”) (and any corresponding election under state and local Tax law) with respect to the purchase of the Shares under this Agreement (collectively, the “Section 338 Election”). The Buyer may make the Section 338 Election in its sole discretion; provided, however, that the Sellers shall not be liable in respect of a Tax Warranty Claim for any liability of the Company for Taxes arising directly or indirectly from the Section 338 Election and the Buyer shall indemnify the Sellers and the Company on an after-Tax basis against any Tax liability, losses and all reasonable costs and expenses of the Sellers or the Company which arise directly or indirectly as a result of the Section 338 Election being made excluding any Tax liability, losses or costs and expenses that would have not have arisen had all of the Tax Warranties made by the Company and Sellers been true, correct and complete. In addition, in the case of any Seller, the calculation of any increase in Tax liability of such Seller resulting from the Section 338 Election shall be made assuming (a) that such Seller and any of its direct or indirect owners has made a timely and valid election under Section 1295 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder to treat its shares in the Company as a “qualified electing fund” within the meaning of Section 1295 effective with the first day of such Seller’s holding period in the Company’s shares and (b) that the Company is not, and has not at any time during the five (5) taxable years preceding the Completion Date) dispose (other than in a private transaction with a Non-US Person and as otherwise agreed from time to time by the Purchaser), been a “controlled foreign corporation” within the meaning in any one calendar month, of Section 957 Carnegie Shares amounting to 5 per cent. of the IRCits total holding of Carnegie Shares acquired pursuant to this agreement. For clarify, Purchaser shall not be required Unexercised rights under this Section 10.7 to indemnify the Company or any Seller for any Tax liability that would not have arisen had a Seller (or its direct or indirect owners) elected to treat the Company as a qualified electing fund and/or had the Company not been a controlled foreign corporation, as described in the previous sentence.clause 6.4

POST-COMPLETION MATTERS. 10.1. 5.1 Each Seller agrees in respect only of itself the Vendors hereby declares that the Seller shall, for so long as the Seller he remains the registered holder of any of the Relevant Sale Shares after CompletionCompletion he will: 5.1.1 hold the Sale Shares and the dividends and other distributions of profits or surplus or other assets declared, hold those Relevant Shares with paid or made in respect of them after Completion and all rights and benefits attaching arising out of or accruing to in connection with them on or after the date of this Agreement as bare trustee in trust for the Buyer absolutelyPurchaser and its successors in title; 5.1.2 deal with and dispose of the Sale Shares and all such dividends, distributions and rights as are described in clause 5.1.1 as the Purchaser or any such successor may direct. 10.2. For a period 5.2 Each of [***] after the Vendors hereby appoints the Purchaser as his lawful attorney for the purpose of receiving notices of and attending and voting at all meetings of the Members of the Company from Completion each Seller hereby irrevocably undertakes to the Buyer pending registration by day on which the Purchaser or its nominee is entered in the register of members of the Company as the holder of the transfer Sale Shares. 5.3 For such purpose each of the Seller’s Relevant Vendors hereby authorises: 5.3.1 the Company to send any notices in respect of his holding of Sale Shares to the BuyerPurchaser; and 5.3.2 the Purchaser to complete in such manner as it thinks fit and to return proxy cards, to exercise any votes attaching to any of the Seller’s Relevant Shares or sign any consent consents to short notice of and any other document required to be signed by him in his capacity as a general meeting member. 5.4 The Vendors will (or written resolution will procure that the relevant company controlled by them will) within 21 days of Completion complete and send to HM Customs & Excise forms VAT 50 and 51 in lieu thereof) respect of the removal of the Company from the VAT group of which it is a member as the Buyer may reasonably direct. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment requestat Completion. 10.3. Each Seller acting severally 5.5 The Vendors shall execute and or, so far as each is able, procure that any necessary third party shall procure the execution of, execute all such documents and deeds and/or do or or, so far as each is able, procure the doing of, all of such acts and things that as the Buyer reasonably requires Purchaser shall after Completion require in order to vest in give effect to this Agreement and any documents entered into pursuant to it and to give to the Buyer legal title to and Purchaser the full benefit of all the Relevant Shares held by such Sellerprovisions of this Agreement. 10.4. Subject to clause 10.5, each of the Sellers (for itself and for and on behalf of each of its Affiliates) hereby irrevocably agrees that, with effect from and conditional upon Completion: (a) the Shareholder Arrangements are hereby terminated; (b) any and all rights of any Seller and/or any of its Affiliates and any and all obligations of the Company under, pursuant to or in connection with the Shareholder Arrangements, along with any other claim or demand of any Seller or any of its Affiliates against the Company, which are subsisting or outstanding at the date of this Agreement are expressly waived and released, including any and all such rights and obligations, claims and demands which may have accrued in respect of any period prior to Completion; and (c) any and all other debts or liabilities (whether actual, contingent or prospective and including any interest thereon) of the Company to any Seller under, pursuant to or in connection with the Shareholder Arrangements or otherwise which are subsisting or outstanding at the date of this Agreement are expressly waived, released and discharged. 10.5. Each Seller 5.6 The Vendors shall ensure that at Completion there will be no amounts owing by the Company to such Seller in respect of itself and its Affiliates only, other than by way of accrued but unpaid salary or consultancy fees or unreimbursed expenses incurred in the ordinary course of business consistent with past practice owed to employees or consultants of the Company. 10.6. The Buyer shall, within 20 Business Days of Completion, procure that the name transfers of the Company is changed to such name as freehold interest in the Buyer may decide provided that it does not include properties listed in Part A of Schedule 4 and registered at HM Land Registry with the word “F-star”. 10.7. The Buyer intends to make an election under Section 338(g) of the United States Internal Revenue Code of 1986numbers LT343571, as amended (the “IRC”) (LT260939, LT242434 and any corresponding election under state and local Tax law) with respect to the purchase of the Shares under this Agreement (collectively, the “Section 338 Election”). The Buyer may make the Section 338 Election in its sole discretion; provided, however, that the Sellers shall not be liable in respect of a Tax Warranty Claim for any liability of the Company for Taxes arising directly or indirectly from the Section 338 Election ANG12514 and the Buyer shall indemnify the Sellers and the Company on an after-Tax basis against any Tax liabilityfreehold interest in Xxxx 0, losses and all reasonable costs and expenses of the Sellers or the Company which arise directly or indirectly as a result of the Section 338 Election being made excluding any Tax liabilityXxxxxxxx Xxxx, losses or costs and expenses that would have not have arisen had all of the Tax Warranties made by the Company and Sellers been trueXxxxxx, correct and completeXxxxxxx XX00 0XX (registered at HM Land Registry with title number LT286235) firstly from Rutland to No. In addition, in the case of any Seller, the calculation of any increase in Tax liability of such Seller resulting from the Section 338 Election shall be made assuming 552 Leicester Limited (a) that such Seller and any of its direct or indirect owners has made a timely and valid election under Section 1295 of the U.S. Internal Revenue Code of 1986, as amended (the “CodeTransfer 1”) and the regulations thereunder secondly from Xx. 000 Xxxxxxxxx Limited to treat its shares in the Company as a No. 548 Leicester Limited (“qualified electing fund” Transfer 2”) shall be registered at HM Land Registry within the meaning of Section 1295 effective applicable priority period and shall procure that complete and accurate Land Transaction Returns shall be submitted to the Inland Review with the first day of such Seller’s holding period in the Company’s shares and (b) that the Company is not, and has not at any time during the five (5) taxable years preceding the Completion Date, been a “controlled foreign corporation” applicable Stamp Duty Land Tax payment within the meaning of Section 957 30 days of the IRCdate upon which the properties are in both cases transferred. For clarify, The Vendors shall produce to the Purchaser shall not be required under this Section 10.7 official copies relating to indemnify the Company or any Seller for any Tax liability that would not have arisen had a Seller (or its direct or indirect owners) elected to treat properties listed in Part A of Schedule 4 within 10 working days of completion of the Company as a qualified electing fund and/or had the Company not been a controlled foreign corporation, as described in the previous sentenceregistration of both Transfer 1 and Transfer 2.

POST-COMPLETION MATTERS. 10.1. Each Seller agrees in respect only of itself that 8.1 The Legacy Vendor irrevocably undertakes to the Seller shallPurchaser that, for so as long as the Seller he remains the registered holder of any of the Relevant Shares after Completion, hold those Relevant Shares with all rights and benefits attaching or accruing to them on or after the date of this Agreement as bare trustee for the Buyer absolutely. 10.2. For a period of [***] after Completion each Seller hereby irrevocably undertakes to the Buyer pending registration by the Company of the transfer of the Seller’s Relevant Shares to the Buyer, to exercise any votes attaching to any of the Seller’s Relevant Shares or sign any consent to short notice of a general meeting (or written resolution in lieu thereof) as the Buyer may reasonably direct. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. 10.3. Each Seller acting severally shall execute and shall procure the execution of, all documents and deeds and/or do or procure the doing of, all acts and things that the Buyer reasonably requires after Completion to vest in the Buyer legal title to and the full benefit of the Relevant Shares held by such Seller. 10.4. Subject to clause 10.5, each of the Sellers (for itself and for and on behalf of each of its Affiliates) hereby irrevocably agrees that, with effect from and conditional upon Completionhe shall: (a) hold the Shareholder Arrangements are hereby terminated;Shares and any dividends and other moneys or assets paid or distributed in respect of them and all rights arising out of or in connection with them from Completion in trust for the Purchaser; and (b) any deal with the Shares and all such dividends, distributions and rights as the Purchaser may direct from Completion until the date on which the Purchaser or its nominee is entered in the register of any Seller and/or any of its Affiliates and any and all obligations members of the Company under, pursuant as the holder of the Shares. 8.2 The Legacy Vendor irrevocably and unconditionally appoints the Purchaser as his attorney to do and perform any acts and things which the Purchaser in its absolute discretion considers necessary or desirable in connection with the Shareholder ArrangementsShares from Completion until the date on which the Purchaser or its nominee is entered in the register of members of the Company as the holder of the Shares, along with including (without prejudice to the generality of the foregoing): (a) exercising any other claim rights, privileges or demand duties attaching to the Shares including, without limitation, receiving notices of, and attending and voting at, all meetings of the shareholders of the Company and meetings of the members of any Seller particular class of the Shares and all or any adjournment of its Affiliates against the Company, which are subsisting or outstanding at the date of this Agreement are expressly waived and released, including any and all such rights and obligations, claims and demands which may have accrued in respect of any period prior to Completionmeetings; and (cb) completing and delivering any consents, proxies or resolution and all any other debts or liabilities (whether actual, contingent or prospective and including any interest thereon) documents required to be signed by a Vendor as a member of the Company to any Seller under, pursuant to or in connection with the Shareholder Arrangements or otherwise which are subsisting or outstanding at from Completion until the date of this Agreement are expressly waived, released and discharged. 10.5. Each Seller shall ensure that at Completion there will be no amounts owing by on which the Company to such Seller in respect of itself and Purchaser or its Affiliates only, other than by way of accrued but unpaid salary or consultancy fees or unreimbursed expenses incurred nominee is entered in the ordinary course register of business consistent with past practice owed to employees or consultants of the Company. 10.6. The Buyer shall, within 20 Business Days of Completion, procure that the name members of the Company is changed to such name as the Buyer may decide holder of the Shares, provided that it does not include the word “F-star”. 10.7. The Buyer intends to make an election under Section 338(g) of the United States Internal Revenue Code of 1986, as amended (the “IRC”) (and any corresponding election under state and local Tax law) with respect to the purchase of the Shares under this Agreement (collectively, the “Section 338 Election”). The Buyer may make the Section 338 Election in its sole discretion; provided, however, that the Sellers shall not be liable in respect of a Tax Warranty Claim for any liability of the Company for Taxes arising directly or indirectly from the Section 338 Election and the Buyer shall indemnify the Sellers and the Company on an after-Tax basis against any Tax liability, losses and all reasonable costs and expenses of the Sellers or the Company which arise directly or indirectly as a result of the Section 338 Election being made excluding any Tax liability, losses or costs and expenses that would have not have arisen had all of the Tax Warranties made by the Company and Sellers been true, correct and complete. In addition, in the case of any Seller, the calculation of any increase in Tax liability of such Seller resulting from the Section 338 Election shall be made assuming (a) that such Seller and any of its direct or indirect owners has made a timely and valid election under Section 1295 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder to treat its shares in the Company as a “qualified electing fund” within the meaning of Section 1295 effective with the first day of such Seller’s holding period in the Company’s shares and (b) that the Company is not, and has not at any time during the five (5) taxable years preceding the Completion Date, been a “controlled foreign corporation” within the meaning of Section 957 of the IRC. For clarify, Purchaser shall not be required under this Section 10.7 entitled to indemnify create any liabilities whatsoever for the Legacy Vendor. 8.3 For the purpose of sub clause 8.2 (Post Completion matters), the Legacy Vendor irrevocably and unconditionally authorises the Company or from Completion to send any Seller for any Tax liability that would not have arisen had a Seller (or notices in respect of its direct or indirect owners) elected shareholding to treat the Purchaser and the Company as a qualified electing fund and/or had shall not be required also to send such notices the relevant Legacy Vendor. 8.4 The Purchaser undertakes to procure that the stock transfer form effecting the sale of the Shares to the Purchaser is duly stamped and that the transfer to which it relates is duly registered in the statutory books of the Company not been a controlled foreign corporation, showing the Purchaser as described in the previous sentencelegal owner of the Shares as soon as practicable following Completion.