Common use of Sale and Purchase of the Shares Clause in Contracts

Sale and Purchase of the Shares. 2.1 Upon and subject to the terms of this agreement, Xxxxxxx shall sell the Trust Shares set out in columns (B) to (D) of Part 1 of schedule 1, with full title guarantee and free from all Encumbrances. 2.2 Upon and subject to the terms of this agreement, each Individual Seller, jointly with Xxxxxxx (who shall, for the avoidance of doubt, act severally with each other Individual Seller) shall sell with full title guarantee and in each case free from all Encumbrances those of the Incentive Shares set opposite such Individual Seller’s respective name in column (C) of Part 2 of schedule 1. 2.3 Title to and beneficial ownership of the EBT Shares shall pass on Completion together with all associated rights and benefits attaching or accruing to them on or after Completion. 2.4 Each Individual Seller severally undertakes to indemnify and keep Xxxxxxx fully and effectively indemnified from and against all costs, expenses, losses and liabilities which may be suffered or incurred by Xxxxxxx arising directly or indirectly out of or as a result of the sale by Xxxxxxx of the number of Incentive Shares set opposite such Individual Seller’s name in column (C) of Part 2 of schedule 1 on the terms set out in subclause 2.2. 2.5 Xxxxxxx hereby, severally and in respect of itself only, warrants with the Purchaser that: (a) it is the sole legal and beneficial owner of the Trust Shares; (b) it is the sole legal owner of the Incentive Shares; (c) it has the right to sell and transfer the full legal and beneficial interest in the Trust Shares to the Purchaser on the terms set out in this agreement; (d) it has the right to sell and transfer the full legal interest in the Incentive Shares to the Purchaser on the terms set out in this agreement; (e) it has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which it is a party; (f) this agreement and the other Transaction Documents to which it is a party constitute valid, legal and binding obligations on it in accordance with their terms; and (g) compliance with the terms of this agreement and the other Transaction Documents to which it is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which it is a party; (ii) any provision of the memorandum or articles of association or equivalent document of Xxxxxxx; or (iii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which it is bound. 2.6 Each of the Individual Sellers hereby, severally and in respect of himself only, warrants with the Purchaser that: (a) he is the sole beneficial owner of the number of Incentive Shares set out against his name in column (C) of Part 2 of schedule 1; (b) he has the right to sell and transfer the full beneficial interest in those Incentive Shares set opposite his name in column (C) of Part 2 of schedule 1 to the Purchaser on the terms set out in this agreement; (c) he has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which he is a party; (d) this agreement and the other Transaction Documents to which he is a party constitute valid, legal and binding obligations on him in accordance with their terms; and (e) compliance with the terms of this agreement and the other Transaction Documents to which he is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which he is a party; (ii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which he is bound. (f) he: (i) is not the subject of a current outstanding bankruptcy order; or (ii) does not have a current outstanding bankruptcy petition filed against him; or (iii) has not entered into a current outstanding individual voluntary arrangement, a deed of arrangement (pursuant to the Deeds of Arrangement Act 1914) or into any other composition or arrangement with his creditors in satisfaction of his debts. 2.7 Each of the EBT Sellers severally waives (and shall procure that their respective nominees, if any, shall waive) any right of pre-emption or other restriction on transfer or any other rights in respect of the EBT Shares or any of them conferred on him under the articles of association of the Company, any shareholders’ agreement relating to the Company or otherwise. 2.8 The Purchaser shall not be obliged to complete the purchase of any of the EBT Shares unless the purchase of all the EBT Shares and the Principal Shares is completed simultaneously in accordance with this agreement and the Principal Sale Agreement, respectively, but may nevertheless elect to complete the purchase of the other shares without prejudice to its rights against each defaulting EBT Seller. 2.9 Each Individual Seller undertakes to Xxxxxxx that he shall notify Xxxxxxx in writing: (a) providing account details (including bank name and branch address, name of the account holder, account number and sort code) in respect of the bank account (“Seller’s Account”) to which Xxxxxxx should transfer any Consideration Cash due to him which is received by the Sellers’ Solicitors from the Purchaser pursuant to subclause 6.3(a) and which is subsequently transferred by the Sellers’ Solicitors to Xxxxxxx; and (b) confirming whether any part of such Consideration Cash should be transferred to such Seller’s Account in US dollars or in an equivalent mount in pounds Sterling. 2.10 Each Individual Seller unconditionally and irrevocably confirms to Xxxxxxx that, if he serves notice on Xxxxxxx in accordance with subclause 2.9 that any part of such Consideration Cash should be transferred to his Seller’s Account in pounds Sterling, the exchange rate that Xxxxxxx shall use in effecting such transfer shall be such exchange rate as Xxxxxxx shall obtain from its bank in the ordinary course from time to time and, save in the case of fraud, Xxxxxxx shall not incur any liability or obligation to such Individual Sellers whatsoever in respect of the timing of such conversion and/or exchange rate.

Sale and Purchase of the Shares. 2.1 Upon In reliance upon the representations and warranties contained herein and subject to the terms of this agreementand conditions hereof, Xxxxxxx shall the Company agrees to sell the Trust Shares set out in columns (B) to (D) of Part 1 of schedule 1, with full title guarantee and free from all Encumbrances. 2.2 Upon and subject to the Purchaser, and the Purchaser agrees to purchase, on the Closing Date (as defined in Section 2), the Shares. The Shares shall have, MUTATIS MUTANDIS, substantially the same terms of this agreementand conditions as the Company's Series A Preferred Shares, each Individual Sellerpar value $1.00 per share (the "SERIES A SHARES") (with such changes therefrom as shall not adversely affect the rights, jointly with Xxxxxxx (who shall, for the avoidance of doubt, act severally with each other Individual Seller) shall sell with full title guarantee and in each case free from all Encumbrances those preferences or powers of the Incentive Shares set opposite such Individual Seller’s respective name in column (C) of Part 2 of schedule 1. 2.3 Title to and beneficial ownership of the EBT Shares shall pass on Completion together with all associated rights and benefits attaching or accruing to them on or after Completion. 2.4 Each Individual Seller severally undertakes to indemnify and keep Xxxxxxx fully and effectively indemnified from and against all costsShares), expenses, losses and liabilities which may be suffered or incurred by Xxxxxxx arising directly or indirectly out of or as a result of the sale by Xxxxxxx of the number of Incentive Shares set opposite such Individual Seller’s name in column (C) of Part 2 of schedule 1 on the terms set out in subclause 2.2. 2.5 Xxxxxxx hereby, severally and in respect of itself only, warrants with the Purchaser that: except that (a) it the dividend rate on the Shares will be the greater of (i) $8.50 per annum, or an 8.5% yield, if the FFO Multiple (as defined below) for the IPO is 11.7 or less or, if the sole legal FFO Multiple is 11.8 or more, the minimum dividend yield will be reduced to an amount equal to one divided by the FFO Multiple (such event, a "Yield Reduction Event"), with quarterly amounts adjusted accordingly, including with respect to fractional dividends payable upon redemption and beneficial owner liquidation, and (ii) the dividend rate on shares of Common Stock issued in the Trust Shares; IPO (as such terms are defined in Section 2), which shall be based on a "Common Equivalent Amount" equal to (x) 100 divided by (x) the Price to Public of shares of Common Stock sold by the Company in the IPO (as such terms are defined in Section 2), (b) it is the sole legal owner earliest date for redemption shall be the seventh anniversary of the Incentive date of issuance of the Shares; , and (c) it has the right to sell and transfer the full legal and beneficial interest in the Trust Shares to the Purchaser on the terms set out in this agreement; (d) it has the right to sell and transfer the full legal interest in the Incentive Shares to the Purchaser on the terms set out in this agreement; (e) it has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which it is a party; (f) this agreement and the other Transaction Documents to which it is a party constitute valid, legal and binding obligations on it in accordance with their terms; and (g) compliance with the terms of this agreement and the other Transaction Documents to which it is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which it is a party; (ii) any provision holders of the memorandum or articles of association or equivalent document of Xxxxxxx; or (iii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which it is bound. 2.6 Each of the Individual Sellers hereby, severally and in respect of himself only, warrants with the Purchaser that: (a) he is the sole beneficial owner of the number of Incentive Shares set out against his name in column (C) of Part 2 of schedule 1; (b) he has the right to sell and transfer the full beneficial interest in those Incentive Shares set opposite his name in column (C) of Part 2 of schedule 1 to the Purchaser on the terms set out in this agreement; (c) he has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which he is a party; (d) this agreement and the other Transaction Documents to which he is a party constitute valid, legal and binding obligations on him in accordance with their terms; and (e) compliance with the terms of this agreement and the other Transaction Documents to which he is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which he is a party; (ii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which he is bound. (f) he: (i) is not the subject of a current outstanding bankruptcy order; or (ii) does not have a current outstanding bankruptcy petition filed against him; or (iii) has not entered into a current outstanding individual voluntary arrangement, a deed of arrangement (pursuant to the Deeds of Arrangement Act 1914) or into any other composition or arrangement with his creditors in satisfaction of his debts. 2.7 Each of the EBT Sellers severally waives (and shall procure that their respective nominees, if any, shall waive) any right of pre-emption or other restriction on transfer or any other rights in respect of the EBT Shares or any of them conferred on him under the articles of association of the Company, any shareholders’ agreement relating to the Company or otherwise. 2.8 The Purchaser shall not be obliged to complete the purchase of any of the EBT Shares unless the purchase of all the EBT Series A Shares and the Principal Shares shall vote together as a class on all matters requiring a vote of such shares, including but not limited to the election of one director upon the failure to declare dividends, and that, where the vote of a majority of the Series A Shares is completed simultaneously in accordance with this agreement currently provided, the vote required shall be a vote of a majority of the Series A Shares and the Principal Sale AgreementShares, respectively, but may nevertheless elect to complete voting together as a class. The "FFO Multiple" shall be determined by Xxxxxxx Xxxxx & Co. and shall equal the purchase multiple of the other shares without prejudice to its rights against each defaulting EBT Seller. 2.9 Each Individual Seller undertakes to Xxxxxxx that he shall notify Xxxxxxx projected per share Funds from Operations (as such term in writing: (adefined in the Registration Statement defined in Section 2.1 below) providing account details (including bank name and branch address, name of the account holderCompany for the 1997 fiscal year available for Common Stock distributions used for determining the Price to Public for shares of Common Stock sold in the IPO. If a Yield Reduction Event occurs, account number and sort code) in respect of the bank account (“Seller’s Account”) to which Xxxxxxx should transfer any Consideration Cash due to him which is received by the Sellers’ Solicitors from neither the Purchaser pursuant to subclause 6.3(a) and which is subsequently transferred by nor the Sellers’ Solicitors to Xxxxxxx; and (b) confirming whether Company shall have any part of such Consideration Cash should be transferred to such Seller’s Account in US dollars or in an equivalent mount in pounds Sterling. 2.10 Each Individual Seller unconditionally and irrevocably confirms to Xxxxxxx that, if he serves notice on Xxxxxxx in accordance with subclause 2.9 that any part of such Consideration Cash should be transferred to his Seller’s Account in pounds Sterling, the exchange rate that Xxxxxxx shall use in effecting such transfer shall be such exchange rate as Xxxxxxx shall obtain from its bank in the ordinary course from time to time and, save in the case of fraud, Xxxxxxx shall not incur any liability or obligation to such Individual Sellers whatsoever in respect of purchase or sell the timing of such conversion and/or exchange rateShares.

Sale and Purchase of the Shares. 2.1 Upon and subject 5.1 Subject to the terms satisfaction of the condition precedent outlined under Article (6) herein below, and receipt by the Sellers of the Loan Partial Repayment Amount, each of the Sellers shall transfer Ownership in the Shares to the Purchasers and the Purchasers shall purchase all of such Seller’s Ownership in the Shares in accordance with Annex (5) of this Agreement. It is understood and agreed that: (i) the Sellers have agreed to transfer Ownership in the Shares to ZG together with the Second Purchaser, and or to ZG and Xx. Xxxxxxx Xxxxx Xxxx Xxxxxxx at ZG’s option at the time of execution in the event GAFI does not approve transfer to the Second Purchaser; (ii ) the Sellers agreement to include the Second Purchaser is based on the fact that it is wholly owned by ZG and his family members up to the first degree and that ZG has undertaken to maintain the same shareholding structure of the Second Purchaser up to the date on which title to the Shares is transferred and registered in the name of the Purchasers and/or ZG; (iii) accordingly, the Sellers, ZG and the Second Purchaser have signed the Execution SPA substantially in the form attached herewith as Annex (6); and (iv) as a precautionary measure, the Sellers and ZG will sign another Execution SPA (the “Second Execution SPA”) to be deposited with Zulficar & Partners Law Firm, substantially in the form attached herewith as Annex (7 ), to be used in case transfer of Shares to the Second Purchaser at the time of execution is not approved by GAFI. In such a case, ZG shall deliver the original Execution SPA to Zulficar & Partners Law Firm against receipt of the Second Execution SPA. 5.2 The Share Purchase Price shall be an aggregate amount of USD 1 (one) payable by the First Purchaser and the Second Purchaser to the Sellers. 5.3 The Execution SPA shall be signed by the Sellers and the Purchasers and deposited in escrow with the Escrow Agent to be released on the Closing Date in accordance with the terms and conditions of the Escrow Agreement. 5.4 The Sellers shall further execute a limited power of attorney, substantially in the form attached herewith as Annex (8), whereby the Sellers shall authorize Zulficar and Partners Law Firm to exercise on behalf of the Sellers all actions, sign all documents, not otherwise executed by the Sellers, necessary or required to transfer the Shares to the Purchasers. The Power of Attorney shall be delivered to the Escrow Agent to be released upon Closing in accordance with the terms and conditions of the Escrow Agreement. 5.5 ZG, on behalf of himself and any Affiliates, including but not limited to Mariridge Incorporated, shall sign (i) a release letter in the form attached herewith as Annex (9) whereby, among other things, he releases the Sellers, their officers, directors, managers, shareholders and 8 Affiliates (“Sellers ZG Released Parties”) from (a) any liability whatsoever relating to the bonus due to him or his Affiliates upon the sale of the Company or any of its assets, any other outstanding compensation or benefits owed or alleged to be owed to him or his Affiliates, either under US or Egyptian law or pursuant to any contract or agreement, and, (b) any and all claims he or his Affiliates may have against the Sellers ZG Released Parties, or any of them, under US or Egyptian law and (ii) a resignation letter in the form attached herewith as Annex (10) from his post as an employee of the Sellers or any of their Affiliates (other than the Company) and waives any rights to any termination compensation or any other rights or claims against the Sellers and any of their Affiliates related to his involvement or employment or any other reason whatsoever. Furthermore, ZG, the Second Purchaser and the Company shall sign a release letter in favor of the Sellers in the form attached herewith as Annex (11)(a). Similarly ZG, Xx. Xxxxxxx Xxxxx Xxxx Xxxxxxx and the Company shall sell sign a release letter in the Trust Shares set out in columns form attached herewith as Annex (B) 11)(b). The above letters shall be signed and deposited with the Escrow Agent to (D) of Part 1 of schedule 1, with full title guarantee and free from all Encumbrancesbe released to the Sellers upon Closing. 2.2 Upon 5.6 The Sellers shall sign (i) two original release letters in favor of ZG and subject the Company in the form attached herewith as Annex (12), (ii) two original assignments relating to the terms of this agreement, each Individual Seller, jointly with Xxxxxxx (who shall, for the avoidance of doubt, act severally with each other Individual Seller) shall sell with full title guarantee and in each case free from all Encumbrances those assignment of the Incentive Shares set opposite such Individual Seller’s respective name Outstanding Loan to ZG in column the form attached herewith as Annex (C13) and (iii) a specific release in favor of Part 2 ZG in the form attached herewith as Annex(14) The above documents shall be signed by the Sellers and deposited with the Escrow Agent to be released in accordance with the terms and conditions of schedule 1the Escrow Agreement. 2.3 Title 5.7 The Shares to and beneficial ownership of be transferred by the EBT Shares Sellers to the Purchasers shall pass on Completion together with all associated include any rights and benefits attaching the Sellers have or accruing to them on or after Completion. 2.4 Each Individual Seller severally undertakes to indemnify and keep Xxxxxxx fully and effectively indemnified from and against all costs, expenses, losses and liabilities which may be suffered or incurred by Xxxxxxx arising directly or indirectly out of or have as a result of the sale by Xxxxxxx their Ownership of the number of Incentive Shares set opposite such Individual Seller’s name in column (C) of Part 2 of schedule 1 on the terms set out in subclause 2.2. 2.5 Xxxxxxx herebyClosing, severally and in respect of itself only, warrants with the Purchaser that: (a) it is the sole legal and beneficial owner of the Trust Shares; (b) it is the sole legal owner of the Incentive Shares; (c) it has the right to sell and transfer the full legal and beneficial interest in the Trust Shares to the Purchaser on the terms set out in this agreement; (d) it has the right to sell and transfer the full legal interest in the Incentive Shares to the Purchaser on the terms set out in this agreement; (e) it has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which it is a party; (f) this agreement and the other Transaction Documents to which it is a party constitute valid, legal and binding obligations on it in accordance with their terms; and (g) compliance with the terms of this agreement and the other Transaction Documents to which it is a party do including but not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which it is a party; (ii) any provision of the memorandum or articles of association or equivalent document of Xxxxxxx; or (iii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which it is bound. 2.6 Each of the Individual Sellers hereby, severally and in respect of himself only, warrants with the Purchaser that: (a) he is the sole beneficial owner of the number of Incentive Shares set out against his name in column (C) of Part 2 of schedule 1; (b) he has the right to sell and transfer the full beneficial interest in those Incentive Shares set opposite his name in column (C) of Part 2 of schedule 1 to the Purchaser on the terms set out in this agreement; (c) he has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which he is a party; (d) this agreement and the other Transaction Documents to which he is a party constitute valid, legal and binding obligations on him in accordance with their terms; and (e) compliance with the terms of this agreement and the other Transaction Documents to which he is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which he is a party; (ii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which he is bound. (f) he: (i) is not the subject of a current outstanding bankruptcy order; or (ii) does not have a current outstanding bankruptcy petition filed against him; or (iii) has not entered into a current outstanding individual voluntary arrangement, a deed of arrangement (pursuant to the Deeds of Arrangement Act 1914) or into any other composition or arrangement with his creditors in satisfaction of his debts. 2.7 Each of the EBT Sellers severally waives (and shall procure that their respective nominees, if any, shall waive) any right of pre-emption or other restriction on transfer or any other rights in respect of the EBT Shares or any of them conferred on him under the articles of association of the Companylimited to, any shareholders’ agreement relating to the Company dividends declared or otherwisemade before or after Closing. 2.8 The Purchaser shall not be obliged to complete the purchase of any of the EBT Shares unless the purchase of all the EBT Shares and the Principal Shares is completed simultaneously in accordance with this agreement and the Principal Sale Agreement, respectively, but may nevertheless elect to complete the purchase of the other shares without prejudice to its rights against each defaulting EBT Seller. 2.9 Each Individual Seller undertakes to Xxxxxxx that he shall notify Xxxxxxx in writing: (a) providing account details (including bank name and branch address, name of the account holder, account number and sort code) in respect of the bank account (“Seller’s Account”) to which Xxxxxxx should transfer any Consideration Cash due to him which is received by the Sellers’ Solicitors from the Purchaser pursuant to subclause 6.3(a) and which is subsequently transferred by the Sellers’ Solicitors to Xxxxxxx; and (b) confirming whether any part of such Consideration Cash should be transferred to such Seller’s Account in US dollars or in an equivalent mount in pounds Sterling. 2.10 Each Individual Seller unconditionally and irrevocably confirms to Xxxxxxx that, if he serves notice on Xxxxxxx in accordance with subclause 2.9 that any part of such Consideration Cash should be transferred to his Seller’s Account in pounds Sterling, the exchange rate that Xxxxxxx shall use in effecting such transfer shall be such exchange rate as Xxxxxxx shall obtain from its bank in the ordinary course from time to time and, save in the case of fraud, Xxxxxxx shall not incur any liability or obligation to such Individual Sellers whatsoever in respect of the timing of such conversion and/or exchange rate.

Sale and Purchase of the Shares. 2.1 Upon and subject to 2.1. This Agreement sets out the terms of this agreement, Xxxxxxx shall and conditions through which the Seller agrees to transfer and sell the Trust Shares set out in columns (B) to (D) of Part 1 of schedule 1, with full title guarantee and free from all Encumbrances. 2.2 Upon and subject to the terms of this agreement, each Individual Seller, jointly with Xxxxxxx (who shall, for the avoidance of doubt, act severally with each other Individual Seller) shall sell with full title guarantee and in each case free from all Encumbrances those of the Incentive Shares set opposite such Individual Seller’s respective name in column (C) of Part 2 of schedule 1. 2.3 Title to and beneficial ownership of the EBT Shares shall pass on Completion together with all associated rights and benefits attaching or accruing to them on or after Completion. 2.4 Each Individual Seller severally undertakes to indemnify and keep Xxxxxxx fully and effectively indemnified from and against all costs, expenses, losses and liabilities which may be suffered or incurred by Xxxxxxx arising directly or indirectly out of or as a result of the sale by Xxxxxxx of the number of Incentive Shares set opposite such Individual Seller’s name in column (C) of Part 2 of schedule 1 on the terms set out in subclause 2.2. 2.5 Xxxxxxx hereby, severally and in respect of itself only, warrants with the Purchaser that: (a) it is the sole legal and beneficial owner of the Trust Shares; (b) it is the sole legal owner of the Incentive Shares; (c) it has the right to sell and transfer the full legal and beneficial interest in the Trust Shares to the Purchaser, and the Purchaser on agrees to acquire from the terms Seller the Shares, along with all economic and political rights attached thereto, free from any Encumbrances except for any rights or obligations granted in favor of BP or any other parties which are set out in this agreement; (d) it has the right to sell and transfer the full legal interest forth in the Incentive SHA, the SDS SPA and/or in the Company’s by-laws. 2.2. Transfer of the Shares to the Purchaser on the terms set out in this agreement; (e) it has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which it is a party; (f) this agreement and the other Transaction Documents to which it is a party constitute valid, legal and binding obligations on it in accordance with their terms; and (g) compliance with the terms of this agreement and the other Transaction Documents to which it is a party do not conflict with or constitute a default under any provisions ofshall take place as follows: (i) any agreement or instrument 74 Shares numbered 75 to which it is a party;148 (both included) (the “Initial Shares”) shall be transferred upon notarization of the SPA Deed and receipt of the Initial Payment by BP; and (ii) any provision The remaining 73 Shares (i.e. numbered 149 to 221, both included) (the “Second Shares”) shall be transferred to the Purchaser with a title reservation (reserva de dominio) in favour of the memorandum or articles Seller, which shall be released when BP receives the Second Payment in full and the SPA Deed is notarized. Accordingly, notwithstanding the execution of association or equivalent document of Xxxxxxx; or (iii) any lienthis Agreement and the SPA Deed, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which it is bound. 2.6 Each the Seller shall keep the full title and possession of the Individual Sellers hereby, severally and in respect Second Shares until payment of himself only, warrants with the Second Payment by the Purchaser that: and, if the Purchaser fails to make the Second Payment pursuant to Clause 3.2 below the Seller and/or BP shall be entitled to either (i) require that the Purchaser makes the Second Payment, or (ii) if the Seller and BP determine that the Purchaser is unable to make such Second Payment, terminate this transaction in relation to all the Shares (in which case the Purchaser will return the relevant Shares to the Purchaser and the Seller will procure that BP will return the Purchase Price effectively paid to BP on belalf of the Seller) or solely the Second Shares, and, in either case, claim the relevant Damages from the Purchaser. Additionally, if (a) he is the sole beneficial owner of Purchaser fails to make the number of Incentive Shares set out against his name in column (C) of Part 2 of schedule 1; Second Payment, and (b) he has BP or the right Seller elect only to sell and transfer the full beneficial interest terminate this Agreement in those Incentive Shares set opposite his name in column (C) of Part 2 of schedule 1 relation to the Second Shares, then the Purchaser on agrees to carry out any actions or execute any documents that may be necessary for the terms set out in this agreement; (c) he has the requisite power and authority Seller to enter into and perform this agreement and the other Transaction Documents be able to which he is a party; (d) this agreement and the other Transaction Documents transfer such Second Shares to which he is a party constitute valid, legal and binding obligations on him in accordance with their terms; and (e) compliance with the terms of this agreement and the other Transaction Documents to which he is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which he is a party; (ii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which he is bound. entity (f) he: (i) is not the subject of a current outstanding bankruptcy order; or (ii) does not have a current outstanding bankruptcy petition filed against him; or (iii) has not entered into a current outstanding individual voluntary arrangement, a deed of arrangement (pursuant to the Deeds of Arrangement Act 1914) or into any other composition or arrangement with his creditors in satisfaction of his debts. 2.7 Each of the EBT Sellers severally waives (and shall procure that their respective nominees, if any, shall waive) any right of pre-emption or other restriction on transfer or any other rights in respect of the EBT Shares or any of them conferred on him under the articles of association of the Company, any shareholders’ agreement relating to the Company or otherwise. 2.8 The Purchaser shall not be obliged to complete the purchase of any of the EBT Shares unless the purchase of all the EBT Shares and the Principal Shares is completed simultaneously in accordance with this agreement and the Principal Sale Agreement, respectivelyincluding, but may nevertheless elect not limited to, to complete the purchase of the other shares without prejudice to its rights against each defaulting EBT Seller. 2.9 Each Individual Seller undertakes to Xxxxxxx that he shall notify Xxxxxxx in writing: execute (a) providing account details (including bank name and branch addressthe corresponding addendum to the SHA, name of the account holderand, account number and sort code) in respect of the bank account (“Seller’s Account”) to which Xxxxxxx should transfer any Consideration Cash due to him which is received by the Sellers’ Solicitors from the Purchaser pursuant to subclause 6.3(a) and which is subsequently transferred by the Sellers’ Solicitors to Xxxxxxx; and where appropriate, (b) confirming whether the relevant corporate resolutions in order to waive any part of preferential acquisition rights they may hold over such Consideration Cash should be transferred to such Seller’s Account in US dollars or in an equivalent mount in pounds SterlingSecond Shares). 2.10 Each Individual Seller unconditionally and irrevocably confirms 2.3. The consideration to Xxxxxxx that, if he serves notice on Xxxxxxx in accordance with subclause 2.9 that any part be paid by the Purchaser for the acquisition of such Consideration Cash should be transferred to his Seller’s Account in pounds Sterling, the exchange rate that Xxxxxxx shall use in effecting such transfer Shares shall be such exchange rate the Purchase Price (as Xxxxxxx shall obtain from its bank defined in the ordinary course from time to time and, save in the case of fraud, Xxxxxxx shall not incur any liability or obligation to such Individual Sellers whatsoever in respect of the timing of such conversion and/or exchange rateClause 3 below).

Sale and Purchase of the Shares. 2.1 Upon and subject to the terms of this agreement, Xxxxxxx each Seller shall sell the Trust Shares set out in columns (B) to (D) of Part 1 of schedule 1, with full title guarantee and free from all Encumbrances. 2.2 Upon and subject to the terms of this agreement, each Individual Seller, jointly with Xxxxxxx (who shall, for the avoidance of doubt, act severally with each other Individual Seller) shall sell with full title guarantee (save that Section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 shall not apply) and in each case free from all Encumbrances those of the Incentive Shares set opposite such Individual Seller’s respective his name in column columns (CB) of Part 2 schedule 1 and the Purchaser shall purchase such Shares, or shall procure the purchase of schedule 1such Shares by a Member of its Group. 2.3 2.2 Title to and beneficial ownership of the EBT Shares shall pass on Completion together with all associated rights and benefits attaching or accruing to them on or after Completion. 2.4 2.3 Each Individual Seller severally undertakes to indemnify and keep Xxxxxxx fully and effectively indemnified from and against all costs, expenses, losses and liabilities which may be suffered or incurred by Xxxxxxx arising directly or indirectly out of or as a result of the sale by Xxxxxxx of the number of Incentive Shares set opposite such Individual Seller’s name in column (C) of Part 2 of schedule 1 on the terms set out in subclause 2.2. 2.5 Xxxxxxx hereby, Sellers hereby severally and in respect of itself himself only, warrants with to the Purchaser thatthat as at the Signing Date and again at the Completion Date: (a) it is the sole legal and beneficial owner of the Trust Shares; (b) it is the sole legal owner of the Incentive Shares; (c) it he has the right to sell and transfer the full legal and beneficial interest in the Trust Shares to the Purchaser on the terms set out in this agreement; (d) it has the right to sell and transfer the full legal interest in the Incentive Shares to the Purchaser on the terms set out in this agreement; (e) it has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which it is a party; (f) this agreement and the other Transaction Documents to which it is a party constitute valid, legal and binding obligations on it in accordance with their terms; and (g) compliance with the terms of this agreement and the other Transaction Documents to which it is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which it is a party; (ii) any provision of the memorandum or articles of association or equivalent document of Xxxxxxx; or (iii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which it is bound. 2.6 Each of the Individual Sellers hereby, severally and in respect of himself only, warrants with the Purchaser that: (a) he is the sole beneficial owner of the number of Incentive Shares set out against his name in column (C) of Part 2 of schedule 1; (b) he has the right to sell and transfer the full beneficial interest in those Incentive Shares set opposite his name in column (CB) of Part 2 of schedule 1 to the Purchaser on the terms set out in this agreement; (cb) he has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which he is a party; (d) this agreement and the other each Transaction Documents to which he is a party constitute Document constitutes valid, legal and binding obligations on him in accordance with their terms; and; (ec) compliance with the terms of this agreement and the other Transaction Documents to which he is a party do not conflict with or constitute a default under any provisions of: of (i) any agreement or instrument to which he is a party; party or (ii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which he is bound.; and (fd) he: he has not (i) is not been the subject of a current outstanding bankruptcy order; or , (ii) does not have had a current outstanding bankruptcy petition filed against him; or him or (iii) has not entered into a current outstanding an individual voluntary arrangement, a deed of arrangement (pursuant to the Deeds of Arrangement Act 1914) or into any other composition or arrangement with his creditors in satisfaction of his debts. 2.7 2.4 Each of the EBT Sellers severally waives (and shall procure that their respective nominees, if any, shall waive) any right of pre-emption or other restriction on transfer or any other rights in respect of the EBT Shares or any of them conferred on him under the articles of association of the Company, any shareholders’ agreement relating to the Company or otherwise. 2.8 2.5 The Purchaser shall not be obliged to complete the purchase of any of the EBT Shares unless the purchase of all the EBT Shares and the Principal Shares is completed simultaneously in accordance with this agreement and the Principal Sale Agreement, respectively, but may nevertheless elect to complete the purchase of the other shares Shares without prejudice to its rights against each defaulting EBT Seller. 2.9 Each Individual Seller undertakes 2.6 The Purchaser confirms and the Sellers acknowledge that the Shares will be acquired by a Member of the Purchaser’s Group (the “Acquiring Entity”) and that, prior to Xxxxxxx Completion, the Purchaser will notify the identity of the Acquiring Entity to the Sellers in the Agreed Form. 2.7 The Purchaser warrants to each of the Sellers (for itself and on behalf of the Acquiring Entity) that he shall notify Xxxxxxx in writingas at the Signing Date and again at the Completion Date: (a) providing account details (including bank name and branch address, name of the account holder, account number and sort code) in respect of the bank account (“Seller’s Account”) to which Xxxxxxx should transfer any Consideration Cash due to him which is received by the Sellers’ Solicitors from the Purchaser pursuant has the requisite power and authority to subclause 6.3(a) enter into and which is subsequently transferred by perform this agreement and the Sellers’ Solicitors to Xxxxxxxother Transaction Documents and each Transaction Document constitutes valid, legal and binding obligations on it in accordance with their terms; and (b) confirming whether compliance with the terms of this agreement and the other Transaction Documents do not conflict with or constitute a default under any part provisions of such Consideration Cash should be transferred (i) any agreement or instrument to such Seller’s Account in US dollars which the Purchaser is a party or in an equivalent mount in pounds Sterling(ii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which it is bound. 2.10 Each Individual Seller unconditionally and irrevocably confirms to Xxxxxxx that, if he serves notice on Xxxxxxx in accordance with subclause 2.9 that any part of such Consideration Cash should be transferred to his Seller’s Account in pounds Sterling, the exchange rate that Xxxxxxx shall use in effecting such transfer shall be such exchange rate as Xxxxxxx shall obtain from its bank in the ordinary course from time to time and, save in the case of fraud, Xxxxxxx shall not incur any liability or obligation to such Individual Sellers whatsoever in respect of the timing of such conversion and/or exchange rate.

Sale and Purchase of the Shares. 2.1 Upon and subject 2.1. Subject to the terms of this agreement, Xxxxxxx shall sell the Trust Shares and conditions set out in columns this Agreement, each Seller, as an individual obligor, sells and agrees to transfer (Bleveren) to (D) of Part 1 of schedule 1the Purchaser, with full title guarantee and free from all Encumbrances, the Shares in the capital of the Company set out opposite its name in Schedule ‎2.1 and the Purchaser hereby purchases the Shares from the Sellers and agrees to accept transfer of the same. 2.2 Upon and subject to 2.2. Completion of the terms transfer of the Shares (“Completion”) shall take place at the offices of NautaDutilh, Amsterdam (or at such other place as the parties may designate in writing) on the date of this agreement, each Individual Seller, jointly Agreement (the “Completion Date”). Completion shall be affected in accordance with Xxxxxxx the completion agenda attached as Schedule ‎2.2.a (who shall, for the avoidance of doubt, act severally with each other Individual Seller“Completion Agenda”) shall sell with full title guarantee and in each case free from all Encumbrances those of the Incentive Shares set opposite such Individual Seller’s respective name in column notary letter attached as Schedule ‎2.2.b (C) of Part 2 of schedule 1the "Notary Letter"). 2.3 Title to and beneficial ownership of 2.3. At Completion the EBT Shares Parties shall pass on Completion together with complete all associated rights and benefits attaching or accruing to them on or after Completion. 2.4 Each Individual Seller severally undertakes to indemnify and keep Xxxxxxx fully and effectively indemnified from and against all costs, expenses, losses and liabilities which may be suffered or incurred by Xxxxxxx arising directly or indirectly out of or as a result of the sale by Xxxxxxx of the number of Incentive Shares set opposite such Individual Seller’s name in column (C) of Part 2 of schedule 1 on the terms actions set out in subclause 2.2.the Completion Agenda in the order in which they are to be completed by the relevant Party including, but not limited to: 2.5 Xxxxxxx hereby, severally a. the Seller shall procure that each Lender shall provide both the Notary and in respect of itself only, warrants with the Purchaser that: with a written and signed statement substantially in the form of Schedule ‎2.3.a in which such Lender (ai) it is specifies the sole legal and beneficial owner total amount owed to that Lender by any of the Trust SharesGroup Companies under the relevant financing agreement(s) (including any interest, fees, and costs of whatever nature) as per Completion and (ii) states that the receipt of the amount owed on the Notary's third party account shall immediately and unconditionally release the relevant Group Compan(y)(ies) of any and all Security Rights vested for the benefit of the respective Lender by such Group Compan(y)(ies) and any and all other obligations, financial or otherwise, by such Group Compan(y)(ies) towards the respective Lender ("Lender Letter"); (b) it is b. the sole legal owner Seller shall procure that the relevant Group Companies shall, at Completion, receive executed waivers from all of the Incentive SharesLenders releasing the Group Companies from debts and encumbrances; c. any and all payments as set out in Schedule ‎2.3.c (cthe “Payment Schedule”) it has shall be made; and d. the right to sell and transfer of the full legal and beneficial interest in the Trust Shares title to the Purchaser on the terms set out in this agreement; (d) it has the right to sell and transfer the full legal interest in the Incentive Shares to the Purchaser on the terms set out in this agreement; (e) it has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which it is a party; (f) this agreement and the other Transaction Documents to which it is a party constitute valid, legal and binding obligations on it in accordance with their terms; and (g) compliance with the terms of this agreement and the other Transaction Documents to which it is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which it is a party; (ii) any provision by means of the memorandum or articles of association or equivalent document of Xxxxxxx; or (iii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which it is bound. 2.6 Each execution of the Individual Sellers hereby, severally and in respect of himself only, warrants with the Purchaser that: (a) he is the sole beneficial owner of the number of Incentive Shares set out against his name in column (C) of Part 2 of schedule 1; (b) he has the right to sell and transfer the full beneficial interest in those Incentive Shares set opposite his name in column (C) of Part 2 of schedule 1 to the Purchaser on the terms set out in this agreement; (c) he has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which he is a party; (d) this agreement and the other Transaction Documents to which he is a party constitute valid, legal and binding obligations on him in accordance with their terms; and (e) compliance with the terms of this agreement and the other Transaction Documents to which he is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which he is a party; (ii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which he is bound. (f) he: (i) is not the subject of a current outstanding bankruptcy order; or (ii) does not have a current outstanding bankruptcy petition filed against him; or (iii) has not entered into a current outstanding individual voluntary arrangement, a notarial deed of arrangement transfer attached as Schedule ‎2.3.d (pursuant to the Deeds “Deed of Arrangement Act 1914) or into any other composition or arrangement with his creditors in satisfaction of his debts. 2.7 Each of the EBT Sellers severally waives (and shall procure that their respective nominees, if any, shall waive) any right of pre-emption or other restriction on transfer or any other rights in respect of the EBT Shares or any of them conferred on him under the articles of association of the Company, any shareholders’ agreement relating to the Company or otherwise. 2.8 The Purchaser shall not be obliged to complete the purchase of any of the EBT Shares unless the purchase of all the EBT Shares and the Principal Shares is completed simultaneously in accordance with this agreement and the Principal Sale Agreement, respectively, but may nevertheless elect to complete the purchase of the other shares without prejudice to its rights against each defaulting EBT Seller. 2.9 Each Individual Seller undertakes to Xxxxxxx that he shall notify Xxxxxxx in writing: (a) providing account details (including bank name and branch address, name of the account holder, account number and sort code) in respect of the bank account (“Seller’s AccountTransfer”) to which Xxxxxxx should transfer any Consideration Cash due to him which is received by the Sellers’ Solicitors from the Purchaser pursuant to subclause 6.3(a) and which is subsequently transferred by the Sellers’ Solicitors to Xxxxxxx; and (b) confirming whether any part of such Consideration Cash should be transferred to such Seller’s Account in US dollars or in an equivalent mount in pounds Sterling. 2.10 Each Individual Seller unconditionally and irrevocably confirms to Xxxxxxx that, if he serves notice on Xxxxxxx in accordance with subclause 2.9 that any part of such Consideration Cash should be transferred to his Seller’s Account in pounds Sterling, the exchange rate that Xxxxxxx shall use in effecting such transfer shall be such exchange rate as Xxxxxxx shall obtain from its bank in the ordinary course from time to time and, save in the case of fraud, Xxxxxxx shall not incur any liability or obligation to such Individual Sellers whatsoever in respect of the timing of such conversion and/or exchange rate.)

Sale and Purchase of the Shares. 2.1 Upon (a) On the basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell to each of this agreementthe Underwriters, Xxxxxxx shall sell and each of the Trust Underwriters agrees, severally and not jointly, to purchase from the Company the number of Firm Shares set out forth opposite the name of such Underwriter in columns (BSchedule I hereto at a purchase price of $______ per Share, except as set forth in Section 1(b) to (D) of Part 1 of schedule 1, with full title guarantee and free from all Encumbrancesbelow. 2.2 Upon (b) On the basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions of, this Agreement, the policies of this agreementthe National Association of Securities Dealers, Inc. (the "NASD"), and pursuant to directions from the Company, Ronex xxxl offer to sell to each Individual Seller, jointly with Xxxxxxx of the persons listed on Exhibit A (who shall, for may purchase alone or with 2 family members to the avoidance extent permitted by the Free-Riding and Withholding Interpretation (the "Interpretation") under the Rules of doubt, act severally with each other Individual Seller) shall sell with full title guarantee and in each case free from all Encumbrances those Fair Practice of the Incentive NASD) the number of Shares set forth opposite their respective names on Exhibit A. To the extent such Individual Seller’s respective name in column persons (Calone or with such family members) offer to buy such Shares, Ronex xxxees to purchase up to 300,000 of Part 2 such Shares at a purchase price of schedule 1$______ per Share. The parties agree that the securities purchased and sold under this subparagraph shall constitute "issuer directed securities" sold to the issuer's employees or directors or other persons under the Interpretation. 2.3 Title to and beneficial ownership (c) On the basis of the EBT Shares shall pass on Completion together with all associated rights representations, warranties and benefits attaching or accruing to them on or after Completion. 2.4 Each Individual Seller severally undertakes to indemnify and keep Xxxxxxx fully and effectively indemnified from and against all costs, expenses, losses and liabilities which may be suffered or incurred by Xxxxxxx arising directly or indirectly out of or as a result agreements of the sale by Xxxxxxx Company contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase all or any part of the Optional Shares at a price per Share of $____. The Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the price set forth in this paragraph, that portion of the number of Incentive Optional Shares as to which such option shall have been exercised (to be adjusted by Ronex xx as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Individual Seller’s name Underwriter in column (C) Schedule I hereto and the denominator of Part 2 which is the maximum number of schedule 1 Optional Shares that all of the Underwriters are entitled to purchase hereunder. The over-allotment option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time or times on or before 12:00 noon, Detroit time, on the terms set out day before the Firm Shares Closing Date (as defined in subclause 2.2. 2.5 Xxxxxxx herebySection 2 below), severally and only once at any time after that date and within 30 days after the Effective Date (as defined in respect of itself onlySection 4 below), warrants with in each case upon written or transmitted facsimile notice, or verbal notice confirmed by transmitted facsimile, written or telegraphic notice, by Ronex xx the Purchaser that: (a) it is the sole legal and beneficial owner of the Trust Shares; (b) it is the sole legal owner of the Incentive Shares; (c) it has the right to sell and transfer the full legal and beneficial interest in the Trust Shares to the Purchaser Company no later than 12:00 noon, Detroit time, on the terms set out day before the Firm Shares Closing Date or at least three but not more than five full business days before the Optional Shares Closing Date (as defined in this agreement; (d) it has Section 2 below), as the right to sell and transfer the full legal interest in the Incentive Shares to the Purchaser on the terms set out in this agreement; (e) it has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which it is a party; (f) this agreement and the other Transaction Documents to which it is a party constitute validcase may be, legal and binding obligations on it in accordance with their terms; and (g) compliance with the terms of this agreement and the other Transaction Documents to which it is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which it is a party; (ii) any provision of the memorandum or articles of association or equivalent document of Xxxxxxx; or (iii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which it is bound. 2.6 Each of the Individual Sellers hereby, severally and in respect of himself only, warrants with the Purchaser that: (a) he is the sole beneficial owner of setting forth the number of Incentive Optional Shares set out against his name in column to be purchased and the time and date (Cif other than the Firm Shares Closing Date) of Part 2 of schedule 1; (b) he has the right to sell and transfer the full beneficial interest in those Incentive Shares set opposite his name in column (C) of Part 2 of schedule 1 to the Purchaser on the terms set out in this agreement; (c) he has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which he is a party; (d) this agreement and the other Transaction Documents to which he is a party constitute valid, legal and binding obligations on him in accordance with their terms; and (e) compliance with the terms of this agreement and the other Transaction Documents to which he is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which he is a party; (ii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which he is boundsuch purchase. (f) he: (i) is not the subject of a current outstanding bankruptcy order; or (ii) does not have a current outstanding bankruptcy petition filed against him; or (iii) has not entered into a current outstanding individual voluntary arrangement, a deed of arrangement (pursuant to the Deeds of Arrangement Act 1914) or into any other composition or arrangement with his creditors in satisfaction of his debts. 2.7 Each of the EBT Sellers severally waives (and shall procure that their respective nominees, if any, shall waive) any right of pre-emption or other restriction on transfer or any other rights in respect of the EBT Shares or any of them conferred on him under the articles of association of the Company, any shareholders’ agreement relating to the Company or otherwise. 2.8 The Purchaser shall not be obliged to complete the purchase of any of the EBT Shares unless the purchase of all the EBT Shares and the Principal Shares is completed simultaneously in accordance with this agreement and the Principal Sale Agreement, respectively, but may nevertheless elect to complete the purchase of the other shares without prejudice to its rights against each defaulting EBT Seller. 2.9 Each Individual Seller undertakes to Xxxxxxx that he shall notify Xxxxxxx in writing: (a) providing account details (including bank name and branch address, name of the account holder, account number and sort code) in respect of the bank account (“Seller’s Account”) to which Xxxxxxx should transfer any Consideration Cash due to him which is received by the Sellers’ Solicitors from the Purchaser pursuant to subclause 6.3(a) and which is subsequently transferred by the Sellers’ Solicitors to Xxxxxxx; and (b) confirming whether any part of such Consideration Cash should be transferred to such Seller’s Account in US dollars or in an equivalent mount in pounds Sterling. 2.10 Each Individual Seller unconditionally and irrevocably confirms to Xxxxxxx that, if he serves notice on Xxxxxxx in accordance with subclause 2.9 that any part of such Consideration Cash should be transferred to his Seller’s Account in pounds Sterling, the exchange rate that Xxxxxxx shall use in effecting such transfer shall be such exchange rate as Xxxxxxx shall obtain from its bank in the ordinary course from time to time and, save in the case of fraud, Xxxxxxx shall not incur any liability or obligation to such Individual Sellers whatsoever in respect of the timing of such conversion and/or exchange rate.

Sale and Purchase of the Shares. 2.1 Upon and subject to the terms of this agreement, Xxxxxxx shall sell the Trust Shares set out in columns : (Ba) to each Seller (D) of Part 1 of schedule 1, with full title guarantee and free from all Encumbrances. 2.2 Upon and subject to the terms of this agreement, each Individual Seller, jointly with Xxxxxxx (who shall, for the avoidance of doubt, act severally with each other Individual Selleracting severally) shall sell with full title guarantee and in each case free from all Encumbrances those of the Incentive Shares set opposite such Individual Seller’s its respective name in column columns (CB) of Part 2 to (F) of schedule 1; and (b) Smedvig shall sell the Smedvig Warrants with full title guarantee and free from all Encumbrances. 2.3 2.2 Title to and beneficial ownership of the EBT Shares and the Smedvig Warrants shall pass on Completion together with all associated rights and benefits attaching or accruing to them on or after Completion. 2.4 Each Individual Seller severally undertakes to indemnify and keep Xxxxxxx fully and effectively indemnified from and against all costs, expenses, losses and liabilities which may be suffered or incurred by Xxxxxxx arising directly or indirectly out of or as a result of the sale by Xxxxxxx of the number of Incentive Shares set opposite such Individual Seller’s name in column (C) of Part 2 of schedule 1 on the terms set out in subclause 2.2. 2.5 Xxxxxxx hereby, severally and in respect of itself only, warrants with the Purchaser that: (a) it is the sole legal and beneficial owner of the Trust Shares; (b) it is the sole legal owner of the Incentive Shares; (c) it has the right to sell and transfer the full legal and beneficial interest in the Trust Shares to the Purchaser on the terms set out in this agreement; (d) it has the right to sell and transfer the full legal interest in the Incentive Shares to the Purchaser on the terms set out in this agreement; (e) it has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which it is a party; (f) this agreement and the other Transaction Documents to which it is a party constitute valid, legal and binding obligations on it in accordance with their terms; and (g) compliance with the terms of this agreement and the other Transaction Documents to which it is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which it is a party; (ii) any provision of the memorandum or articles of association or equivalent document of Xxxxxxx; or (iii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which it is bound. 2.6 2.3 Each of the Individual Sellers hereby, hereby severally and in respect of himself only, warrants with the Purchaser thatthat as at the Signing Date and again as at the Completion Date: (a) he is the sole legal and beneficial owner of the number of Incentive Shares set out against its name in columns (B) to (F) of schedule 1 save that, in the case of Xxxxx Xxxxx, as at the Signing Date, the 388 Deferred Shares set against his name in column (CE) shall be 388 C Ordinary Shares each of Part 2 of schedule 1which shall be redesignated as a Deferred Share prior to Completion in accordance with the Streetcar Resolutions; (b) he has the right to sell and transfer the full legal and beneficial interest in those Incentive Shares set opposite his name in column columns (CB) of Part 2 to (F) of schedule 1 to the Purchaser on the terms set out in this agreement; (c) he has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which he is a party; (d) this agreement and the other Transaction Documents to which he that Seller is a party constitute valid, legal and binding obligations on him in accordance with their terms; and; (e) compliance with the terms of this agreement and the other Transaction Documents to which he that Seller is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which he is a party; (ii) any provision of the memorandum or articles of association or equivalent document of such Seller; or (iii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which he is bound.; and (f) if an individual, he: (i) is not the subject of a current outstanding bankruptcy order; or (ii) does not have a current outstanding bankruptcy petition filed against him; or (iii) has not entered into a current outstanding individual voluntary arrangement, a deed of arrangement (pursuant to the Deeds of Arrangement Act 1914) or into any other composition or arrangement with his creditors in satisfaction of his debts. 2.7 2.4 Smedvig hereby warrants with the Purchaser that as at the Signing Date and again as at the Completion Date: (a) it is the sole legal and beneficial owner of the Smedvig Warrants; (b) it has the right to sell and transfer the full legal and beneficial interest in the Smedvig Warrants to the Purchaser on the terms set out in this agreement; 2.5 Each of the EBT Sellers severally waives (and shall procure that their respective nominees, if any, shall waive) any right of pre-emption or other restriction on transfer or any other rights in respect of the EBT Shares (or, in the case of Smedvig, the Smedvig Warrants) or any of them conferred on him under the articles of association of the Company, any shareholders’ agreement relating to the Company or otherwise. 2.8 2.6 The Purchaser shall not be obliged to complete the purchase of any of the EBT Shares or the Smedvig Warrants unless the purchase of all the EBT Shares and the Principal Shares Smedvig Warrants is completed simultaneously in accordance with this agreement and the Principal Sale Agreement, respectively, but may nevertheless elect to complete the purchase of the other shares without prejudice to its rights against each defaulting EBT Seller. 2.9 Each Individual Seller undertakes to Xxxxxxx that he shall notify Xxxxxxx in writing: (a) providing account details (including bank name and branch address, name of the account holder, account number and sort code) in respect of the bank account (“Seller’s Account”) to which Xxxxxxx should transfer any Consideration Cash due to him which is received by the Sellers’ Solicitors from the Purchaser pursuant to subclause 6.3(a) and which is subsequently transferred by the Sellers’ Solicitors to Xxxxxxx; and (b) confirming whether any part of such Consideration Cash should be transferred to such Seller’s Account in US dollars or in an equivalent mount in pounds Sterling. 2.10 Each Individual Seller unconditionally and irrevocably confirms to Xxxxxxx that, if he serves notice on Xxxxxxx in accordance with subclause 2.9 that any part of such Consideration Cash should be transferred to his Seller’s Account in pounds Sterling, the exchange rate that Xxxxxxx shall use in effecting such transfer shall be such exchange rate as Xxxxxxx shall obtain from its bank in the ordinary course from time to time and, save in the case of fraud, Xxxxxxx shall not incur any liability or obligation to such Individual Sellers whatsoever in respect of the timing of such conversion and/or exchange rate.

Sale and Purchase of the Shares. 2.1 Upon and subject to the terms of this agreement, Xxxxxxx each Seller shall sell the Trust Shares set out in columns (B) to (D) of Part 1 of schedule 1, with full title guarantee and free from all Encumbrances. 2.2 Upon and subject to the terms of this agreement, each Individual Seller, jointly with Xxxxxxx (who shall, for the avoidance of doubt, act severally with each other Individual Seller) shall sell with full title guarantee (save that Section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 shall not apply) and in each case free from all Encumbrances those of the Incentive Shares set opposite such Individual Seller’s respective his name in column columns (CB) of Part 2 schedule 1 and the Purchaser shall purchase such Shares, or shall procure the purchase of schedule 1such Shares by a Member of its Group. 2.3 2.2 Title to and beneficial ownership of the EBT Shares shall pass on Completion together with all associated rights and benefits attaching or accruing to them on or after Completion. 2.4 2.3 Each Individual Seller severally undertakes to indemnify and keep Xxxxxxx fully and effectively indemnified from and against all costs, expenses, losses and liabilities which may be suffered or incurred by Xxxxxxx arising directly or indirectly out of or as a result of the sale by Xxxxxxx of the number of Incentive Shares set opposite such Individual Seller’s name in column (C) of Part 2 of schedule 1 on the terms set out in subclause 2.2. 2.5 Xxxxxxx hereby, Sellers hereby severally and in respect of itself himself only, warrants with to the Purchaser thatthat as at the Signing Date and again at the Completion Date: (a) it is the sole legal and beneficial owner of the Trust Shares; (b) it is the sole legal owner of the Incentive Shares; (c) it he has the right to sell and transfer the full legal and beneficial interest in the Trust Shares to the Purchaser on the terms set out in this agreement; (d) it has the right to sell and transfer the full legal interest in the Incentive Shares to the Purchaser on the terms set out in this agreement; (e) it has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which it is a party; (f) this agreement and the other Transaction Documents to which it is a party constitute valid, legal and binding obligations on it in accordance with their terms; and (g) compliance with the terms of this agreement and the other Transaction Documents to which it is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which it is a party; (ii) any provision of the memorandum or articles of association or equivalent document of Xxxxxxx; or (iii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which it is bound. 2.6 Each of the Individual Sellers hereby, severally and in respect of himself only, warrants with the Purchaser that: (a) he is the sole beneficial owner of the number of Incentive Shares set out against his name in column (C) of Part 2 of schedule 1; (b) he has the right to sell and transfer the full beneficial interest in those Incentive Shares set opposite his name in column (CB) of Part 2 of schedule 1 to the Purchaser on the terms set out in this agreement; (cb) he has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which he is a party; (d) this agreement and the other each Transaction Documents to which he is a party constitute Document constitutes valid, legal and binding obligations on him in accordance with their terms; and; (ec) compliance with the terms of this agreement and the other Transaction Documents to which he is a party do not conflict with or constitute a default under any provisions of: of (i) any agreement or instrument to which he is a party; party or (ii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which he is bound.; and (fd) he: he has not (i) is not been the subject of a current outstanding bankruptcy order; or , (ii) does not have had a current outstanding bankruptcy petition filed against him; or him or (iii) has not entered into a current outstanding an individual voluntary arrangement, a deed of arrangement (pursuant to the Deeds of Arrangement Act 1914) or into any other composition or arrangement with his creditors in satisfaction of his debts. 2.7 2.4 Each of the EBT Sellers severally waives (and shall procure that their respective nominees, if any, shall waive) any right of pre-emption or other restriction on transfer or any other rights in respect of the EBT Shares or any of them conferred on him under the articles of association of the Company, any shareholders’ agreement relating to the Company or otherwise. 2.8 2.5 The Purchaser shall not be obliged to complete the purchase of any of the EBT Shares unless the purchase of all the EBT Shares and the Principal Shares is completed simultaneously in accordance with this agreement and the Principal Sale Agreement, respectively, but may nevertheless elect to complete the purchase of the other shares Shares without prejudice to its rights against each defaulting EBT Seller. 2.9 Each Individual Seller undertakes 2.6 The Purchaser confirms and the Sellers acknowledge that the Shares will be acquired by a Member of the Purchaser’s Group (the “Acquiring Entity”) and that, prior to Xxxxxxx Completion, the Purchaser will notify the identity of the Acquiring Entity to the Sellers in the Agreed Form. 2.7 The Purchaser warrants to each of the Sellers (for itself and on behalf of the Acquiring Entity) that he shall notify Xxxxxxx in writingas at the Signing Date and again at the Completion Date: (a) providing account details (including bank name and branch address, name of the account holder, account number and sort code) in respect of the bank account (“Seller’s Account”) to which Xxxxxxx should transfer any Consideration Cash due to him which is received by the Sellers’ Solicitors from the Purchaser pursuant has the requisite power and authority to subclause 6.3(a) enter into and which is subsequently transferred by perform this agreement and the Sellers’ Solicitors to Xxxxxxxother Transaction Documents and each Transaction Document constitutes valid, legal and binding obligations on it in accordance with their terms; and (b) confirming whether compliance with the terms of this agreement and the other Transaction Documents do not conflict with or constitute a default under any part provisions of such Consideration Cash should be transferred (i) any agreement or instrument to such Seller’s Account in US dollars which the Purchaser is a party or in an equivalent mount in pounds Sterling(ii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which it is bound. 2.10 Each Individual Seller unconditionally and irrevocably confirms to Xxxxxxx that, if he serves notice on Xxxxxxx in accordance with subclause 2.9 that any part 2.7 For the purposes of such Consideration Cash should be transferred to his Seller’s Account in pounds Sterlingthis agreement, the exchange rate that Xxxxxxx shall use in effecting such transfer “Purchaser” shall be such exchange rate deemed to include the Acquiring Entity and the Purchaser shall procure that the Acquiring Entity shall comply with the Purchaser’s obligations and liabilities as Xxxxxxx shall obtain from its bank set out in the ordinary course from time to time and, save in the case of fraud, Xxxxxxx shall not incur any liability or obligation to such Individual Sellers whatsoever in respect of the timing of such conversion and/or exchange ratethis agreement.

Sale and Purchase of the Shares. 2.1 Upon Each of the Sellers agrees to sell and subject transfer, and the Buyer agrees to buy, the whole of the legal and beneficial interest in the number of Shares set out opposite their respective names in column (2) of Schedule 1, free from all Encumbrances, with effect from and including Completion together with all rights attached or accruing to them at the date of this Agreement. 2.2 Each of the Sellers covenants to the Buyer that he or it has, and will at Completion have, the right to sell and transfer or procure the sale and transfer of the whole of the legal and beneficial interest in and title to the number of Shares set out opposite their respective names in column (2) of Schedule 1. 2.3 Each Seller covenants to the Buyer that the number of Shares set out opposite their respective names in column (2) of Schedule 1 to be sold by Seller under the terms of this agreement, Xxxxxxx shall sell the Trust Shares set out in columns (B) to (D) of Part 1 of schedule 1, with full title guarantee and Agreement will on Completion be free from all Encumbrances. 2.2 Upon and subject 2.4 Each Seller covenants to the terms Buyer that the Buyer will on Completion be entitled to:- 2.4.1 exercise all rights attached or accruing to the number of this agreement, each Individual Seller, jointly with Xxxxxxx (who shall, for the avoidance of doubt, act severally with each other Individual Seller) shall sell with full title guarantee and in each case free from all Encumbrances those of the Incentive Shares set out opposite such Individual Seller’s their respective name names in column (C2) of Part 2 Schedule 1 including, without limitation, the right to receive all dividends or other distributions or any return of schedule 1. 2.3 Title to and beneficial ownership of capital declared, made or paid by the EBT Shares shall pass on Completion together with all associated rights and benefits attaching or accruing to them Company on or after Completionthe date of this Agreement; 2.4.2 procure the transfer (should it wish to do so) of any of the shares in any of the Subsidiaries of which that Seller is the registered holder to any member of the Buyer’s Group or to an individual nominated by the Buyer. 2.4 2.5 Each Individual Seller severally undertakes to of the Sellers shall indemnify and keep Xxxxxxx fully and effectively the Buyer indemnified from and against all costs, costs and expenses, losses and losses, liabilities or damages which the Buyer may be suffered incur or incurred by Xxxxxxx arising directly or indirectly out of or suffer as a result of the sale by Xxxxxxx any breach of the number of Incentive Shares set opposite such Individual Seller’s name in column (C) of Part 2 of schedule 1 on the terms covenants set out in subclause Clause 2.1, Clause 2.2. 2.5 Xxxxxxx hereby, severally Clause 2.3 and in respect of itself only, warrants with the Purchaser that: (a) it is the sole legal and beneficial owner of the Trust Shares; (b) it is the sole legal owner of the Incentive Shares; (c) it has the right to sell and transfer the full legal and beneficial interest in the Trust Shares to the Purchaser on the terms set out in this agreement; (d) it has the right to sell and transfer the full legal interest in the Incentive Shares to the Purchaser on the terms set out in this agreement; (e) it has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which it is a party; (f) this agreement and the other Transaction Documents to which it is a party constitute valid, legal and binding obligations on it in accordance with their terms; and (g) compliance with the terms of this agreement and the other Transaction Documents to which it is a party do not conflict with Clause 2.4 by him or constitute a default under any provisions of: (i) any agreement or instrument to which it is a party; (ii) any provision of the memorandum or articles of association or equivalent document of Xxxxxxx; or (iii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which it is boundit. 2.6 Each Part I of the Individual Sellers hereby, severally and in respect Law of himself only, warrants with Property (Miscellaneous Provisions) Xxx 0000 shall not apply for the Purchaser that: (a) he is the sole beneficial owner of the number of Incentive Shares set out against his name in column (C) of Part 2 of schedule 1; (b) he has the right to sell and transfer the full beneficial interest in those Incentive Shares set opposite his name in column (C) of Part 2 of schedule 1 to the Purchaser on the terms set out in this agreement; (c) he has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which he is a party; (d) this agreement and the other Transaction Documents to which he is a party constitute valid, legal and binding obligations on him in accordance with their terms; and (e) compliance with the terms purpose of this agreement and the other Transaction Documents to which he is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which he is a party; (ii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which he is bound. (f) he: (i) is not the subject of a current outstanding bankruptcy order; or (ii) does not have a current outstanding bankruptcy petition filed against him; or (iii) has not entered into a current outstanding individual voluntary arrangement, a deed of arrangement (pursuant to the Deeds of Arrangement Act 1914) or into any other composition or arrangement with his creditors in satisfaction of his debtsAgreement. 2.7 Each of the EBT Sellers severally hereby waives (and shall procure that their respective nominees, if any, shall waive) any right rights of pre-emption emption, or other restriction on transfer similar rights, conferred upon him by the Articles of Association of the Company or any other rights otherwise, in respect of the EBT Shares or to be sold under this Agreement and otherwise consents to such transfers of the Shares for all purposes (including for the purposes of the Articles of Association and any of them conferred on him under investment agreement entered into between the articles of association of Sellers, the Company, any shareholders’ agreement relating to the Company or otherwiseCCGH No.2 Limited, Compass Trustees Limited and Compass Consulting Group Holdings Limited). 2.8 The Purchaser shall not be obliged to complete the purchase of any of the EBT Shares unless the purchase of all the EBT Shares and the Principal Shares is completed simultaneously in accordance with this agreement and the Principal Sale Agreement, respectively, but may nevertheless elect to complete the purchase of the other shares without prejudice to its rights against each defaulting EBT Seller. 2.9 Each Individual Seller undertakes to Xxxxxxx that he shall notify Xxxxxxx in writing: (a) providing account details (including bank name and branch address, name of the account holder, account number and sort code) in respect of the bank account (“Seller’s Account”) to which Xxxxxxx should transfer any Consideration Cash due to him which is received by the Sellers’ Solicitors from the Purchaser pursuant to subclause 6.3(a) and which is subsequently transferred by the Sellers’ Solicitors to Xxxxxxx; and (b) confirming whether any part of such Consideration Cash should be transferred to such Seller’s Account in US dollars or in an equivalent mount in pounds Sterling. 2.10 Each Individual Seller unconditionally and irrevocably confirms to Xxxxxxx that, if he serves notice on Xxxxxxx in accordance with subclause 2.9 that any part of such Consideration Cash should be transferred to his Seller’s Account in pounds Sterling, the exchange rate that Xxxxxxx shall use in effecting such transfer shall be such exchange rate as Xxxxxxx shall obtain from its bank in the ordinary course from time to time and, save in the case of fraud, Xxxxxxx shall not incur any liability or obligation to such Individual Sellers whatsoever in respect of the timing of such conversion and/or exchange rate.

Sale and Purchase of the Shares. 2.1 Upon and subject Each of the Vendors agrees to the terms of this agreement, Xxxxxxx shall sell the Trust Shares set out in columns (B) to (D) of Part 1 of schedule 1, with full title guarantee and free from all Encumbrances. 2.2 Upon and subject to the terms of this agreement, each Individual Seller, jointly with Xxxxxxx (who shall, for the avoidance of doubt, act severally with each other Individual Seller) shall sell with full title guarantee (or, as beneficial owner, to procure the sale with full title guarantee of) that number of the Shares as are shown against his name in Column 3 of Part 1 of the Schedule and the Purchaser, relying on the Warranties, covenants and undertakings set out or referred to in each case this Agreement, agrees to purchase the Shares with effect from the Completion Date, free from all Encumbrances those of the Incentive Shares set opposite such Individual Seller’s respective name in column (C) of Part 2 of schedule 1. 2.3 Title to options, liens, charges, encumbrances and beneficial ownership of the EBT Shares shall pass on Completion other Security Interests and together with all associated rights rights, privileges and benefits attaching advantages attached or accruing to them on or after Completion. 2.4 Each Individual Seller severally undertakes to indemnify and keep Xxxxxxx fully and effectively indemnified from and against thereto, all costs, expenses, losses and liabilities which may be suffered or incurred by Xxxxxxx arising directly or indirectly out of or as a result of the sale by Xxxxxxx of the number of Incentive Shares set opposite such Individual Seller’s name in column (C) of Part 2 of schedule 1 on the terms set out in subclause 2.2and subject to the conditions of this Agreement. 2.5 Xxxxxxx hereby, severally and in respect 2.2 Each of itself only, warrants the Vendors covenants with the Purchaser that: (a) it is 2.2.1 the sole legal and beneficial owner number of Shares set opposite his name in Column 3 of Part 1 of the Trust Shares; Schedule are fully paid (bor credited as fully paid) it is and constitute the sole legal owner whole of his interest in the allotted and issued share capital of the Incentive Shares;Companies; and (c) it has the right 2.2.2 he is entitled to sell and transfer the full legal and beneficial interest ownership (or, as beneficial owner, to sell and transfer the full beneficial ownership and to procure the sale and transfer of the full legal ownership) the number of Shares set opposite his name in Column 3 of Part 1 of the Trust Shares Schedule to the Purchaser on the terms set out in this agreement;Agreement without the consent of any third party. (d) it has 2.3 Immediately following execution and delivery of this Agreement by the right to sell and transfer parties the full legal interest in the Incentive Shares Warrantors shall deliver to the Purchaser on Purchaser: 2.3.1 the terms set out Disclosure Letter in duplicate duly signed by the Warrantors; and 2.3.2 a copy of any power of attorney under which this agreement;Agreement is executed. (e) it has the requisite power 2.4 Immediately following execution and authority to enter into and perform delivery of this agreement Agreement and the other Transaction Documents documents referred to which in Clause 2.3 by the parties the Purchaser shall: 2.4.1 countersign one of the copies of the Disclosure Letter and deliver it is a party; (f) this agreement and to the other Transaction Documents to which it is a party constitute valid, legal and binding obligations on it in accordance with their termsWarrantors; and (g) compliance with 2.4.2 deliver a certified copy of any power of attorney, in the terms of agreed form, under which this agreement and the other Transaction Documents to which it Agreement is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which it is a party; (ii) any provision of the memorandum or articles of association or equivalent document of Xxxxxxx; or (iii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which it is boundexecuted. 2.6 Each of the Individual Sellers hereby, severally and in respect of himself only, warrants with the Purchaser that: (a) he is the sole beneficial owner of the number of Incentive Shares set out against his name in column (C) of Part 2 of schedule 1; (b) he has the right to sell and transfer the full beneficial interest in those Incentive Shares set opposite his name in column (C) of Part 2 of schedule 1 2.5 Without prejudice to the Purchaser on provisions of Clause 3, the terms set out in this agreement; (c) he has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which he is a party; (d) this agreement and the other Transaction Documents to which he is a party constitute valid, legal and binding obligations on him in accordance with their terms; and (e) compliance with the terms of this agreement and the other Transaction Documents to which he is a party do not conflict with or constitute a default under any provisions of: (i) any agreement or instrument to which he is a party; (ii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction by which he is bound. (f) he: (i) is not the subject of a current outstanding bankruptcy order; or (ii) does not have a current outstanding bankruptcy petition filed against him; or (iii) has not entered into a current outstanding individual voluntary arrangement, a deed of arrangement (pursuant to the Deeds of Arrangement Act 1914) or into any other composition or arrangement with his creditors in satisfaction of his debts. 2.7 Each of the EBT Sellers severally waives (and shall procure that their respective nominees, if any, shall waive) any right of pre-emption or other restriction on transfer or any other rights in respect of the EBT Shares or any of them conferred on him under the articles of association of the Company, any shareholders’ agreement relating to the Company or otherwise. 2.8 The Purchaser shall not be obliged to complete the purchase of any of the EBT Shares unless the sale and purchase of all the EBT Shares and the Principal Shares is completed simultaneously contemporaneously and unless the Vendors have complied with their obligations under Clause 7 and Part 4 of the Schedule. 2.6 Notwithstanding any rule of law or equity to the contrary, any release, waiver or compromise or other arrangement to which the Purchaser may agree or effect in accordance relation to any one of the Vendors in connection with this Agreement and/or any agreement and or document entered into pursuant to this Agreement shall not affect any right, power or remedy of the Principal Sale Agreement, respectively, but may nevertheless elect to complete the purchase Purchaser against any of the other shares without prejudice to its rights against each defaulting EBT SellerVendors. 2.9 Each Individual Seller undertakes to Xxxxxxx that he shall notify Xxxxxxx in writing: (a) providing account details (including bank name and branch address, name of the account holder, account number and sort code) in respect of the bank account (“Seller’s Account”) to which Xxxxxxx should transfer any Consideration Cash due to him which is received by the Sellers’ Solicitors from the Purchaser pursuant to subclause 6.3(a) and which is subsequently transferred by the Sellers’ Solicitors to Xxxxxxx; and (b) confirming whether any part of such Consideration Cash should be transferred to such Seller’s Account in US dollars or in an equivalent mount in pounds Sterling. 2.10 Each Individual Seller unconditionally and irrevocably confirms to Xxxxxxx that, if he serves notice on Xxxxxxx in accordance with subclause 2.9 that any part of such Consideration Cash should be transferred to his Seller’s Account in pounds Sterling, the exchange rate that Xxxxxxx shall use in effecting such transfer shall be such exchange rate as Xxxxxxx shall obtain from its bank in the ordinary course from time to time and, save in the case of fraud, Xxxxxxx shall not incur any liability or obligation to such Individual Sellers whatsoever in respect of the timing of such conversion and/or exchange rate.