Common use of Seller’s Warranties Clause in Contracts

Seller’s Warranties. 10.1 Each of the Sellers warrants to the Buyers, in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 6.1 Each of the Sellers warrants to the BuyersBuyer as at signing of this Agreement on his own behalf, on a several basis, and in respect of the Shares held by him or her only, in the terms of the Title Warranties in paragraph 1 of Schedule 5. 6.2 Each of the Warrantors warrants to the Buyer as at signing of this Agreement, on a several basis, in the terms of the Business Warranties subject to: (a) any matter fairly disclosed (with sufficient detail to identify to the Buyer the nature and scope of the matter disclosed) in the Disclosure Letter, the Disclosure Documents or provided for under the terms of this Agreement; (b) that Warrantor having actual knowledge (which does not include implied, constructive or imputed knowledge) of the relevant matter which is the subject of the Business Warranty at the date of this Agreement, having made (except in the case of Ascot) reasonable enquiry of each of the other Warrantors (other than Ascot); and (c) the limitations and qualifications set out in Schedule 7. 10.2 The Warranties contained 6.3 Notwithstanding anything expressed or implied in paragraphs 1 this Agreement to 5the contrary, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made any payment by a Seller pursuant to a claim under this Agreement shall be treated as a reduction in the Consideration paid or payable. 6.4 For the purposes of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or Warranties, “material” shall be deemed to be disclosed in accordance with the Disclosure Letter, if and mean materially important to the extent that Business (being, for the Buyers or any avoidance of doubt, collectively the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation businesses of the Company and its business, the evaluation each of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shallSubsidiaries, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering Company or of any Subsidiary individually). 6.5 The provisions of Schedule 7 which, among other things, regulate or otherwise affect the liability of the Warrantors shall remain in full force and be fully applicable in all circumstances notwithstanding any breach of the Warranties or any claim against any of the Warrantors, whatever its nature or consequences. 6.6 The Buyer acknowledges that it does not rely on and has not been induced to enter into this Agreement, the Parties acknowledge that the Buyers are relying Agreement on the Warranties basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than those expressly set forth out in Schedule 3 of this Agreement, Agreement and the Buyers. 10.7.1 acknowledge acknowledges that none of the Sellers, the Company Companies or any of their respective shareholders agents, officers or Representatives makes employees has given any such warranties, representations, covenants, undertakings, indemnities or has made other statements. 6.7 The sole remedy of the Buyer for any representation or warranty, either express or implied, as to the accuracy or completeness breach of any of the documents or other information provided or made available to Business Warranties, the Buyers Title Warranties or any other provision of its Representatives, 10.7.2 agree, to the fullest extent permitted this Agreement by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as shall be for breach of contract. The Buyer shall not be entitled to rescind or terminate this Agreement in any circumstances whatsoever, other than any such Seller makes right in respect of fraudulent misrepresentation. 6.8 For the specific Warrantiesavoidance of doubt, set forth in Schedule 3 of this Agreementany warranty, subject always to the limitations and restrictions representation, undertaking, indemnity, covenant or other obligation contained in Schedule 4this Agreement that is given by or binding on a person who is a Seller is given in his capacity as a person selling Shares under this Agreement and not in any other capacity. 6.9 The actual knowledge of Ascot for the purposes of clause 6.2(b) shall be deemed to be the actual knowledge (and, for the avoidance of doubt, without having made any enquiry whatsoever) of Xxxxxx Xxxxxx. 6.10 The Buyer acknowledges that: (a) Xxxxxx Xxxxxx has been engaged in a non-executive capacity since April 2012; (b) Xxxx de Blocq van Kuffeler has been engaged in a non-executive capacity since his acquisition of his Shares; and (c) Xxxx Xxxxxxx Xxxxxxxx has been engaged in a non-executive capacity since his acquisition of his Shares.

Seller’s Warranties. 10.1 Each of the Sellers jointly and severally warrants to the Buyers, Buyer in the terms of the Warranties at the date of this Agreement. 10.2 The Sellers’ Warranties contained in paragraphs 1 Section 3.1.1 to 5Section 3.1.40, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 on the Signing Date and 18 of Schedule 3 are made of the date hereof and are repeated as of on the Completion Date by Date, as applicable, unless otherwise provided and subject to the Sellers; all other Warranties are made exclusively as provisions of this Agreement and in particular the date hereofexclusions and limitations in Section 9. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition 3.1.1 Each Seller and each Sellers’ Affiliate has all requisite corporate power and authority (including approval of its board of directors) and has taken all necessary action to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letterauthorize, if execute, enter into and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of deliver this Agreement, was aware or had notice at any time before the signature of Security Agreements, the Agreement of any information relating Associated Agreements and the Seller Guarantee, to perform its obligations under this Agreement, the subject matter of Security Agreements, the Warranties that could reasonably be expected Associated Agreements and the Seller Guarantee, to put consummate the Buyer on notice of such breach in light of transactions contemplated by this Agreement, the circumstancesSecurity Agreements, then the Warranties shall be qualified by such information. 10.4 Following Associated Agreements and the execution of this Agreement but Seller Guarantee, and to cause its Affiliates (including Newco prior to the Completion Date (iDate) with regard to Warranties listed in Clause 10.2 above perform their respective obligations under this Agreement, the Sellers shallSecurity Agreements, the Associated Agreements and (ii) with regard to all the Seller Guarantee, the License and any other Warranties agreements contemplated by this Agreement, the Sellers may supplement or amend Security Agreements, the Disclosure Letter to reflect matters or circumstances which have arisen after Associated Agreements and the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as Seller Guarantee. 3.1.2 As of the Completion Date, Sellers shall be the legal and beneficial owner of all of the issued and outstanding equity capital of Newco as set forth in Schedule 3.1.2, and Sellers shall have good and marketable title to such Shares free and clear of all liens and encumbrances except those of the case may be. Absent fraud Buyer arising pursuant to this Agreement, and no Person other than the Buyer under this Agreement shall have any agreement or willful concealment, no failure to supplement option or amend any right capable of becoming an agreement or option for the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance purchase from the Sellers of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim Shares of Newco, and no Person shall have any agreement or option or any right capable of becoming an agreement or option, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription or issuance of any breach unissued shares of Warranty made as at the date of this Agreement or as Newco from Sellers. 3.1.3 As of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into Signing Date this Agreement, the Parties acknowledge that Security Agreements, the Buyers are relying on Associated Agreements and the Warranties set forth Seller Guarantee have been (and the documents required to be signed and delivered by Sellers or the Sellers’ Affiliates at Completion will be) duly signed and delivered by Sellers or the Sellers’ Affiliates (as applicable) and constitute legal, valid, binding and enforceable obligations as against Sellers or Sellers’ Affiliates, as applicable, in Schedule 3 accordance with their terms. 3.1.4 The execution, delivery, and performance of this Agreement by Sellers, the consummation of the transactions contemplated by this Agreement, and the Buyerscompliance by Sellers or Sellers’ Affiliates with the provisions of this Agreement will not: 3.1.4.1. violate any provision of the certificate of incorporation, memorandum and articles of association, bylaws or other formation and governing documents of Sellers or Sellers’ Affiliates; 3.1.4.2. materially violate any laws applicable to Sellers or Sellers’ Affiliates or the Assets or the Shares; or 3.1.4.3. materially violate any judgment, order, ruling, or decree applicable to Sellers, Sellers’ Affiliates, the Shares or the Assets. 10.7.1 acknowledge that none of 3.1.5 Except as provided on Schedule 3.1.5, there are no Actions pending, or to Sellers’ knowledge threatened, against Sellers or Sellers’ Affiliates, which are reasonably likely to impair materially the Sellers, the Company ’ or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, ’ Affiliates’ ability to perform its obligations under any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always the Associated Agreements, the Security Agreements or the Seller Guarantee. 3.1.6 Except as provided on Schedule 3.1.6, no act or omission of Sellers, Sellers’ Affiliates or BPZ E&P, or Newco has occurred which would entitle the Government to terminate the License, and no notice has been received by Sellers, Newco, or BPZ E&P from the Government of any intention to terminate the License. 3.1.7 On the Signing Date, BPZ E&P is the: (a) legal and beneficial holder of a 100% Participating Interest in the License, (b) legal and beneficial holder of a 100% undivided interest in the Contracts and (c) legal and beneficial owner of a 100% undivided interest in the Assets excluding the License and the Contracts. On the Completion Date Newco will be the: (a) legal and beneficial holder of a 49% Participating Interest in the License, (b) legal and beneficial holder of a 49% undivided interest in the Contracts and (c) legal and beneficial owner of a 49% undivided interest in the Assets excluding the License and the Contracts, in each case free and clear of all overriding royalty interests, carried interests, net profit interests, mortgages, charges, pledges, liens, options, pre-emptive rights (such as preferential purchase rights and rights of first refusal) and other claims, demands, court orders or judgments, arbitral awards, administrative orders, or encumbrances of any kind other than (i) royalties or other entitlements of the Government pursuant to the limitations laws and restrictions contained regulations of the State, (ii) amounts for materials and services provided in Schedule 4connection with petroleum operations under the License, which are not yet due, and (iii) those arising from the transactions contemplated by this Agreement or the Associated Agreements. 3.1.8 Each Seller and each Sellers’ Affiliate is duly qualified to own or lease its properties and assets and carry on its business and is up to date with all its filings required to be made in each jurisdiction in which the nature of the business conducted by it or the character of properties or assets owned or leased by it make such qualification necessary. 3.1.9 The execution, delivery, and performance of this Agreement by Sellers, the consummation of the transactions contemplated by this Agreement, and the compliance by Sellers or Sellers’ Affiliates with the provisions of this Agreement will not result in a default with due notice or lapse of time or both, or the creation of any lien or encumbrance or give rise to any right of termination, cancellation, or acceleration under any material note, bond, mortgage, indenture, license, or agreement to which Sellers or Sellers’ Affiliates are party or by which Sellers, Sellers’ Affiliates, the Shares or the Assets are bound.

Seller’s Warranties. 10.1 Each of the Sellers A. Seller hereby warrants title to the BuyersGas sold and delivered hereunder and the right of Seller to sell the same; and Seller warrants that all such Gas is owned by Seller, or that Seller has the right to market said Gas free from ad liens and adverse claims, including liens to secure payments of production taxes, severance taxes, and other taxes. Seller agrees to defend (with counsel reasonably acceptable to Buyer/Processor), indemnify Buyer/Processor and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of adverse claims, whether meritorious or not, of any and all persons, firms, or corporations to said Gas or to royalties, overriding royalties, taxes, license fees, or charges thereon, resulting from actions of, by, through or under Seller, including, without limitation, nonpayment or incorrect payment of proceeds of production. Buyer/Processor shall be entitled to recover all attorneys’ fees incurred as a result of its Involvement in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5any action or claim described herein. Buyer/Processor, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before thereafter, when it shall appear to Buyer/Processor by reason of receipt of written notice of claim or dispute that the signature ownership or title to all or part of the Agreement Leases, or the Gas produced therefrom, may be in a party or parties other than Seller, or upon learning of any information relating to other claims, liens, taxes, royalties, fees, expenses or other adverse claims, may suspend payments hereunder and retain as security for the subject matter performance of Seller's obligations with respect thereto, the entire purchase price of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or Gas until Buyer/Processor has made any representation or warranty, either express or implied, been satisfied as to the accuracy amount of such claim or completeness of any of the documents or other information provided or made available ownership claimed, and thereafter up to the Buyers amount of such ownership interest or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders claim until it has been finally determined and satisfied or Representatives until Seller shall have any liability furnished a bond to Buyer/Processor in an amount and with sureties satisfactory to Buyer/Processor, conditioned upon the protection of Buyer/Processor with respect to such ownership or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4claim.

Seller’s Warranties. 10.1 Each The following representations and warranties of Seller shall survive the Closing for a period of three (3) months. (a) The legal description of the Sellers warrants Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company. (b) To Seller's best knowledge and belief, Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the BuyersProperty to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Bill of Sale, in the terms form and substance xxxsonably satisfactory to Buyer, free and clear of the Warranties all liens and encumbrances. (d) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees who work at the date Property, but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closing. (e) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs or agreements, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement. 10.2 The Warranties contained in paragraphs 1 (f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made Section 4980B of the date hereof Code, sections 601-608 of ERISA, and are repeated as any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the Completion Date by Property assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Sellers; all other Warranties are made exclusively as Property. (g) The physical condition of the date hereofPersonal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration of Buyer's due diligence period through the Closing Date. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and (h) Seller has title to the extent that property, or the Buyers or any of right to acquire same, has the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, authority to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering enter into this Agreement, is entering into this Agreement with the Parties acknowledge that knowledge of the Buyers are relying on current owner and has the Warranties set forth in Schedule 3 of authority to sign all documents required to be signed to implement Seller's obligations under this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 7.1 Each of the Sellers severally as to itself only, and not jointly, represents and warrants to the BuyersPurchaser as set forth in Schedule 4 “Sellers’ Warranties” is, and will at Completion be, true and accurate. 7.2 Each of the Sellers’ Warranties set out in the terms several paragraphs of the Warranties at Schedule 4 “Sellers’ Warranties” is separate and independent and, except as expressly provided to the date contrary in this Agreement, is not limited: (i) by reference to any other paragraph of the Schedule 4 “Sellers’ Warranties”; or (ii) by anything in this Agreement. 10.2 The 7.3 Each Seller acknowledges that the Sellers’ Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 are material and 18 of Schedule 3 are made the accuracy of the date hereof Sellers’ Warranties is essential to the Purchaser’s decision to enter into and are repeated as pay the Cash Purchase Price set out in this Agreement. The Sellers’ Warranties allocate between the Sellers and the Purchaser the risk and costs relating to any facts or circumstances which may cause any of the Completion Date Sellers’ Warranties to be untrue or inaccurate. 7.4 None of the Sellers’ Warranties shall, and the Purchaser’s ability to claim for breach of such Sellers’ Warranty shall not, be treated as waived, qualified or otherwise affected by any actual knowledge or any knowledge imputed to the Purchaser including any knowledge resulting from any due diligence investigation carried out by or on behalf of the Purchaser. 7.5 Each Seller will pay to the Purchaser all damages, liabilities, losses and reasonable costs of the Purchaser incurred as a result of the breach of a Sellers’ Warranty to be determined in accordance with articles 6: 95 and 96 Dutch Civil Code. Damages based on lost profits resulting from missed opportunities by the Sellers; all other Warranties are made exclusively as Purchaser will not be taken into account when determining such damages, liabilities, losses and costs of the date hereofPurchaser. 10.3 The 7.6 For the avoidance of doubt, any amounts payable by any Seller under Clause 7.5 for a breach of a Sellers’ Warranty made by such Seller will include an amount for all reasonable costs incurred by the Purchaser in connection with the determination, prevention or limitation of any loss or damage resulting from or arising as a result of any breach of a Sellers’ Warranty and, in particular but without limitation, will include all legal and other similar costs incurred in instructing and retaining professional advisers. 7.7 Any payment made by a Seller in respect of a breach of the Sellers’ Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or such Seller shall be deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved a reduction in the investigation Consideration. For the avoidance of doubt, such payment shall not reduce the Company and its businessCash Purchase Price to be paid to such Seller, or the evaluation of Call Option or the Transaction and negotiation Option Shares such Seller is entitled to receive under the terms of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any consideration such Seller makes would receive upon tendering its Option Shares into the specific WarrantiesBid, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4if any.

Seller’s Warranties. 10.1 Each of 24.1 Subject to clause 26 (Purchaser’s Remedies and Seller’s Limitations on Liability), the Sellers Seller warrants to the Buyers, in the terms Purchaser that each of the Warranties at the date of this Agreement. 10.2 The Warranties contained is true and accurate in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as respects at the date of this Agreement or and at the Completion Date as of if it had been entered into afresh at Completion by reference to the facts and circumstances then existing at the Completion Date, provided that, if Completion occurs on the Postponed Completion Date as the case may be. 10.5 Where a Warranty is qualified result of a request by the expression Purchaser in circumstances where the Seller is ready, willing and able to proceed to Completion on the Initial Completion Date, references to the “so far as the Sellers are aware”, that Warranty Completion Date” in this sub-clause 24.1 shall be deemed to refer be references to the actual knowledge Initial Completion Date. 24.2 Not later than three Business Days prior to Completion, the Seller may deliver to the Purchaser a supplement to the Disclosure Letter notifying the Purchaser of facts and circumstances which did not exist at the date of this Agreement and which may result in the Warranties being untrue or inaccurate at the Completion Date. Any notification pursuant to this sub-clause 24.2 shall not operate as a disclosure against the Warranties and the Warranties shall not be subject to such notification. 24.3 The Purchaser acknowledges that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, contracts, undertakings, indemnities or other statements whatsoever, other than the Warranties and the terms of this Agreement and each of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries theretoother Specified Agreements. 10.6 24.4 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwiseexpressly provided to the contrary) shall not be limited or restricted in its scope by reference to or inference from the terms of any other term of another Warranty or this AgreementWarranty. 10.7 24.5 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth shall not in Schedule 3 of this Agreement, and the Buyersany respect be extinguished or affected by Completion. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as 24.6 The Seller undertakes to disclose in writing to the accuracy Purchaser if anything (including, for the avoidance of doubt, any omission) occurs or completeness is threatened or impending which results in, or which may result in, or which may constitute a breach of any of the documents Warranties promptly upon it coming to its notice, both before or other information provided or made available at the time of Completion. Any notification pursuant to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations this sub-clause 24.6 shall not apply operate as a disclosure against the Warranties and the Warranties shall not be subject to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4notification.

Seller’s Warranties. 10.1 Each 7.1 The Seller has delivered the due diligence materials to the Purchaser listed on Schedule 11.1 which the Purchaser has reviewed; provided, however, that the Purchaser and the Seller acknowledge and agree that the Purchaser does not waive any of its rights under this Agreement because of such review. 7.2 Subject to Schedule 12, the Sellers Seller represents and warrants to the Buyers, in the terms Purchaser that each of the Warranties is true and accurate and not misleading at the date of this Agreementall times up to and including Completion. 10.2 7.3 The Warranties contained Seller acknowledges that the Purchaser is entering into this Agreement on the basis of and in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of reliance upon the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereofWarranties. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 7.4 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides unless expressly provided otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or by anything in this Agreement. 10.7 7.5 The Buyers, together with their Representatives, have conducted their own independent investigation Purchaser shall be entitled to claim that any of the business of the Company. In entering into this Agreement, the Parties acknowledge Warranties has been breached notwithstanding that the Buyers are relying on Purchaser knew or could have discovered the Warranties fact of such breach or inaccuracy, except as set forth in the Disclosure Schedule 3 of attached to this Agreement, and Agreement as Schedule 11.5 (the Buyers“Disclosure Schedule”). 10.7.1 acknowledge that none 7.6 Subject to Schedule 12 and without restricting the rights of the SellersPurchaser or its ability to claim damages on any basis, in the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of event that any of the documents Warranties is breached or other information provided or made available is misleading the Seller covenants to pay on demand by way of indemnity to the Buyers or any of its Representatives, 10.7.2 agreePurchaser or, at the Purchaser’s direction, the relevant Purchaser Group member, an amount equal to the fullest extent permitted aggregate of: (a) the amounts by lawwhich the value of all assets, contracts and profits of any Purchaser Group member are reduced; (b) the amount of any Liability or increase in Liability of any Purchaser Group member and any Losses that none such Purchaser Group member may incur or have incurred; and (c) the amount equal to all costs and expenses incurred by the Purchaser and any Purchaser Group member. 7.7 Warranties qualified by the knowledge, belief or awareness of the SellersSeller shall be deemed to include any knowledge, the Company, any of their shareholders belief or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any awareness of the Sellers insofar Seller having made all due and careful enquiries. 7.8 The Liability of the Seller in respect of a claim under the Agreement shall be limited as any such Seller makes the specific Warranties, set forth provided in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 412.

Seller’s Warranties. 10.1 9.1 Each Seller severally warrants to the Purchaser in respect of itself only that each of the Warranties set out in Part A of Schedule 4 (Warranties from the Sellers) is, and will continue to be, true and accurate in all respects and not misleading at all times up to and including Completion. 9.2 The Ordinary Shareholder warrants to the Purchaser in respect of itself that each of the Warranties set out in Part B of Schedule 4 (Warranties from the Ordinary Shareholder) is, and will continue to be, true and accurate in all respects and not misleading at all times up to and including Completion. 9.3 Each of the Sellers warrants to severally acknowledges that the Buyers, Purchaser is entering into this Agreement on the basis of and in reliance on representations in the terms of the Warranties at the date of this AgreementWarranties. 10.2 9.4 The Sellers shall not be liable under the Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers facts which cause the Warranties to be breached or misleading were Disclosed, but in all other circumstances the Purchaser shall be entitled to claim that any of the Warranties has been breached, is untrue or is misleading notwithstanding that the Purchaser knew or could have discovered the fact of such breach or inaccuracy on or before Completion other than by reason of it being Disclosed. The limitation on the liability of the Sellers under the Warranties contained in this Clause 9.4 in relation to facts which were not Disclosed shall not apply where there has been any fraud or dishonesty by a Seller, any other member of a Retained Group, or any of the directors, officers, employees and/or professional advisers their respective Agents. 9.5 Xxxx Xxxx shall not and shall procure that no Group Company shall do or omit to do anything which would result in any of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware Warranties being breached or had notice misleading at any time before the signature up to and including Completion. 9.6 Each of the Agreement Sellers shall notify the Purchaser in writing with full details of anything which is or may be expected to cause a breach of, or be inconsistent with, any information relating to the subject matter of the Warranties that could reasonably be expected given by it immediately it comes to put its notice whether before, at the Buyer on notice of such breach in light time of, or after Completion. 9.7 Each of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution Sellers severally undertakes to irrevocably waive any right and claim which it may have against a Group Company or any present or past Agent of this Agreement but prior to the Completion Date (i) a Group Company arising in connection with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Dateany other Transaction Document, as save in the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may befraud. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 9.8 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides unless expressly provided otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or by anything in this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation 9.9 Without restricting the rights of the business of Purchaser or its ability to claim damages on any basis, in the Company. In entering into this Agreement, the Parties acknowledge event that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents Warranties is breached or other information provided or made available is misleading each Seller which has caused the breach severally covenant to pay on demand to the Buyers or any of its Representatives, 10.7.2 agreePurchaser or, at the Purchaser’s direction, the relevant Group Company, an amount equal to the fullest extent permitted aggregate of: (a) the amount by lawwhich the value of all assets, that none contracts and profits of any Group Company are less than their value would have been; and (b) the Sellers, the Company, any amount of their shareholders or Representatives shall have any liability or responsibility whatsoever increase in liability, and of any losses or increase in losses, of any Group Company which would not have been incurred; and (c) all costs and expenses which would not have been incurred (whether directly or indirectly) by the Purchaser and any Group Company, in each case had the relevant Warranty not been breached or misleading. 9.10 If a material breach of Warranty resulting in a Material Adverse Effect occurs prior to Completion the Purchaser shall be entitled to treat this Agreement as terminated provided that the accrued rights and liabilities of the Parties including, for the avoidance of doubt, the Purchaser’s right to claim damages for breach of Warranty and their rights and obligations under the Continuing Provisions shall continue to subsist, but in all other respects the Parties’ rights and obligations under this Agreement shall cease. If the Purchaser treats this Agreement as terminated pursuant to this Clause 9.10 it shall send written notice of termination to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations Sellers. 9.11 Warranties qualified by the Company’s management knowledge, belief or otherwise), to the Buyers awareness of either or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any both of the Sellers insofar as shall be deemed to include any such Seller makes knowledge, belief or awareness which the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations respective Sellers would have having made all usual and restrictions contained in Schedule 4reasonable enquiries.

Seller’s Warranties. 10.1 Each of (a) Subject to the Sellers limitations in these Terms, Seller warrants to the BuyersBuyer only, in the terms and not Buyer’s customers or any other third parties, that on delivery and for a period of the Warranties at 60 days from the date of this Agreementdelivery (“Warranty Period”) the Products shall (i) conform in all material respects with their description and any applicable specification; (ii) be free from material defects in design, material and workmanship; (iii) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and (iv) be fit for any purpose held out by Seller (the “Warranty”). 10.2 (b) The Warranties contained Warranty (and (where applicable) the warranty under Section 7(d)) is valid only if (i) Buyer notifies Seller in paragraphs 1 writing within 30 days from discovery of any alleged nonconformity; (ii) Seller is given a reasonable opportunity to 5examine such goods and Buyer, 6.3if requested to do so by Seller, 8.3returns the Products to Seller’s place of business at Seller’s cost for inspection and testing; (iii) Seller’s inspection discloses to its satisfaction that any alleged non-conformance is material and has not been caused by misuse, 10.1neglect, 10.5wear and tear, 11.1improper installation, 13unsuitable storage, 17.2 repair, alteration, wilful damage or accident; (iv) the Products were installed, maintained and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed used in accordance with Seller’s instructions or (if there are none) good trade practice regarding the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the same; (v) Buyer on notice has not made further use of such breach Products after giving notice in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date accordance with (i) with regard to Warranties listed in Clause 10.2 above above; (vi) the Sellers shalldefect did not arise as a result of Seller following any drawing, design or specification supplied by Buyer or using materials or components supplied by Buyer or its officers or from sources dictated by Buyer and (iivii) the Products do not differ from their description or the specification as a result of changes made to ensure they comply with regard applicable statutory or regulatory requirements. (c) Except as provided in this Section, Seller shall have no liability to all other Warranties Buyer in respect of the Sellers may supplement or amend Products’ failure to comply with the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any Warranty and breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may bewarranty under Section 7(d)). 10.5 Where a Warranty is qualified (d) Except as set out in these Terms, all warranties, conditions and other terms implied by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx statute or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agreecommon law are, to the fullest extent permitted by law, that none excluded from these Terms and the Contract. (e) Subject to (b) above Seller shall at its option repair or replace the defective Products or, in the case of Services, re-perform such Services or, refund the price of the Sellers, the Company, any of their shareholders or Representatives Products in full. (f) These Terms shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any repaired or replacement Products supplied by Seller. (g) This Section shall survive termination of the Sellers insofar as any such Seller makes Contract. Factored products not manufactured at the specific Warranties, set forth in Schedule 3 Seller’s premises are not covered under the scope of this Agreement, subject always to the limitations and restrictions contained in Schedule 4BSI registration.

Seller’s Warranties. 10.1 9.1 The Sellers hereby warrant to the Purchaser, subject to any limitations contained in this Agreement, in particular subject to and within the scope of the requirements and limitations provided in Sections 10 and 12, in particular the W&I Liability Cap, by way of the contractual warranty agreement pursuant to Section 859 Austrian Civil Code as set out in this Agreement that the statements set forth in Exhibit 9 are true, correct and complete (each a "Sellers' Warranty" and collectively, the "Sellers' Warranties") as at the Signing Date and as at any date explicitly referred to in Exhibit 9. 9.2 Each of the Sellers warrants to the Buyers, in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the ' Warranties shall be construed as a separate and independent warranty Sellers' Warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from the terms of any other Sellers' Warranty or any other term of another Warranty or this Agreement. 10.7 9.3 All Schedules referred to in Exhibit 9 are herein collectively referred to as the "Disclosure Schedules". The BuyersParties agree that if any disclosure of events or documents made in the Disclosure Schedules is below any materiality threshold provided for such disclosure requirement or contains additional information, together with their Representatives, have conducted their own independent investigation such disclosure shall not be used to construe or expand the scope of the business required disclosure (including any standard of materiality) of such Sellers' Warranty. 9.4 [***]. 9.5 For the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 purpose of this Agreement, and "Individual Knowledge of Seller" (or any similar term) means the Buyersknowledge of the respective Seller and, in case a Seller is a Legal Entity, of each member of its management boards (Mitglieder seiner Geschäftsführungsorgane) they have. 10.7.1 acknowledge that 9.6 Sellers do not give or assume any guarantees other than those set forth in Exhibit 9 and none of the Sellers' Warranties shall be construed as a guarantee or representation entitling to remedies beyond Section 10 below, in particular not as a warranty or guarantee or representation of any profitability of the business or of the Company or any of their respective shareholders or Representatives makes or has made any representation or as a warranty, either express guarantee or implied, as to representation for the accuracy correctness of the equity value bridge or completeness of any of item relevant for the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4equity value bridge.

Seller’s Warranties. 10.1 Each of the 7.1 The Sellers warrants warrant to the BuyersPurchaser that the Sellers’ Warranties are true, in the terms of the Warranties at accurate, complete and not misleading on the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 agreement and the Closing Date, except as disclosed to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed Purchaser in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such informationclause 7. 10.4 Following 7.2 For the execution purposes of this Agreement but prior to clause 7.1 the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect following matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach have been disclosed to the Purchaser: 7.2.1 the contents of any Warranty made as this agreement; 7.2.2 the actual knowledge of the Purchaser, in which respect, the Sellers acknowledge that they have provided a number of additional documents and information to the Purchaser in the period shortly before the date of this Agreement or agreement, and that the Purchaser in view thereof did not have the time to review and consider the content and implications of such documents and information, but will do so in any event prior to Closing; such additional information and documents shall only qualify as actual knowledge of the Completion DatePurchaser upon the Purchaser having informed the Majority Shareholder, BE BRAUW BLACKSTONE WESTBROEK acting on behalf of the Sellers, thereof in writing as soon as reasonably possible after the case may be. Absent fraud or willful concealment, no failure to supplement or amend date of this agreement; and 7.2.3 the matters set out in the Disclosure Letter where such contains a specific, accurate, complete and not misleading disclosure in respect of a Sellers Warranty, in so far as it is clear and unambiguous (kenbaar en ondubbelzinnig) from such specific disclosure as to the scope, nature and purport of the disclosure. 7.3 No Sellers Warranty shall be limited by the contents of any other Sellers Warranty. 7.4 The Sellers shall, irrespective of any investigations by the Purchaser, be liable for a Breach of Sellers’ Warranties if the facts and circumstances leading to a Breach of Sellers’ Warranties have not been disclosed to the Purchaser in accordance with this Clause 10.4 shallclause 7. 7.5 The Majority Shareholder, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights on behalf of the Buyers to claim for any breach Sellers, and the Purchaser, confirm that, in their reasonable opinion, based as regard the Sellers on their knowledge of Warranty made the Curvalue Group, and based as regards the Purchaser on the face of the documents reviewed by it, they are not aware, as at the date of this Agreement agreement, of any facts or as circumstances which constitute a Breach of Sellers’ Warranties. In the absence of deliberate misrepresentation in this regard on the part of the Completion DatePurchaser, as the case may be. 10.5 Where a Warranty is qualified this confirmation by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) Purchaser shall not be limited a bar to any claim for Breach of Seller’ Warranties relating to facts or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of circumstances existing at the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 date of this Agreement, and the Buyersagreement. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each Seller hereby warrants title to the Purchased Gas sold and delivered hereunder and the right of Seller to sell the same; and Seller warrants that all such Gas is owned by Seller, or that Seller has the right to market said Gas, free from all liens and adverse claims of title (“Adverse Claims”), excluding liens to secure payments of production taxes, severance taxes, and other taxes. Seller agrees to indemnify Buyer and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of Adverse Claims, whether meritorious or not, of any and all persons, firms, or corporations to said Gas or to royalties, overriding royalties, taxes, license fees, or charges thereon. Buyer shall be entitled to recover all reasonable costs and attorneys’ fees incurred by it as a result of its involvement in any action or claim involving Adverse Claims. When it shall appear to Buyer by reason of receipt of written notice of claim or dispute that the ownership or title to all or part of the Sellers warrants Leases, or the Purchased Gas, may be in a party or parties other than Seller or the Other Wl Owners, then Buyer may suspend payments hereunder, up to the Buyers, amount of such claim and __________ ***Certain information in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 document has been omitted and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance filed separately with the Disclosure Letter, if Securities and Exchange Commission. Confidential treatment has been requested with respect to the extent that omitted portions. without payment of interest, unless otherwise required by statute, and retain as security for the Buyers or any performance of the directorsSeller’s obligations with respect thereto, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, a dollar amount up to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice amount of such breach in light of the circumstancesdisputed ownership interest or claim until it has been finally determined and satisfied, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives until Seller shall have any liability furnished a bond to Buyer in an amount and with sureties satisfactory to Buyer, conditioned upon the protection of Buyer with respect to such ownership or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4claim.

Seller’s Warranties. 10.1 Each of 7.1 The Sellers acknowledge that the Buyer and Aegean are entering into this agreement on the basis of, and in reliance on, the Warranties. 7.2 The Sellers warrants warrant to the BuyersBuyer and Aegean that except as Disclosed, in the terms of the Warranties at each Warranty is true, accurate and not misleading on the date of this Agreementagreement. 10.2 7.3 The Warranties contained in paragraphs 1 Sellers further warrant to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 the Buyer and 18 of Schedule 3 are made Aegean that each of the date hereof Warranties on the Completion Date will be, true, accurate and are not misleading in all material respects. For this purpose, each of the Warranties shall be deemed to be repeated as of on the Completion Date by reference to the Sellers; all other Warranties are made exclusively as of the date hereoffacts and circumstances then subsisting. 10.3 The Warranties are qualified 7.4 If at the Completion Date it becomes apparent that a Warranty is not true or accurate in all material respects or that the Sellers have breached any other term of this agreement that is material to the Transaction the Buyer may: 7.4.1 terminate this agreement by matters fairly disclosed notice in writing to the Disclosure Letter. In addition Sellers (in which case clause 2.5 shall apply); or 7.4.2 proceed to Completion and at its sole discretion and without prejudice to any specific matter disclosed other rights or deemed remedies it has, have the right to claim damages for breach of this agreement; or 7.4.3 proceed to Completion, reduce the amounts due to be disclosed in accordance with delivered pursuant to clauses 6.3.2(a) and 6.3.2(b) by an amount equal to the Disclosure Letterliability agreed by the Buyer and the Sellers and, if at its sole discretion and without prejudice to any other rights or remedies it has, have the right to claim damages for breach of this agreement to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such informationshortfall. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to 7.5 Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”aware or any similar expression are deemed to be given to the knowledge, that information and belief of the Sellers after they have made reasonable enquiries of each of Dimitris Melissanidis, Ioannis Agiostratitis, Xxxxxx Laguea, Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxxxxxx and Xxxxxxxx Ntegiannis. 7.6 Each of the Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty or any other provision in this agreement, and the Buyer shall have a separate claim and right of action in respect of every breach of Warranty. 7.7 None of the Warranties, nor any provision in the Tax Covenant shall be, or shall be deemed to refer be, qualified, modified or discharged by reason of any investigation or inquiry made or to be made by or on behalf of the Buyer and no information relating to the actual Company or the Subsidiaries of which the Buyer has, or its agents or advisers have, knowledge (whether actual, imputed or constructive), other than in the case of the Warranties by reason of its being Disclosed, shall prejudice any claim which the Buyer shall be entitled to bring or shall operate to reduce any amount recoverable by the Buyer under this agreement. 7.8 The Sellers agree that the supply of any information by or on behalf of the Company, any of the Subsidiaries or any of their respective employees, directors, agents or officers (Officers) to the Sellers or their advisers in connection with the Warranties, the Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Sellers. The Sellers unconditionally and irrevocably waive all and any rights and claims that they may have against any of the Company, the Other ParticipantsSubsidiaries or the Officers on whom they have, Ixxx Xxxxxor may have, Ixxxx Xxxxxxxrelied in connection with the preparation of the Disclosure Letter, Vxxxxxxxxx Gnasevichor agreeing the terms of this agreement, Vxxxxxxx Xxxxxxxxand further undertake to the Buyer, Vxxxxxxx Xxxxxxxxxxthe Company, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, each of the Subsidiaries and the Officers not having made to make any specific inquiries theretosuch claims. 10.6 Each 7.9 The Buyer's rights and remedies in respect of any Claim or claim under the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) Tax Covenant shall not be limited or restricted in its scope affected by reference to or inference from any other term of another Warranty or this AgreementCompletion. 10.7 7.10 The Buyers, together with their Representatives, Sellers warrant that: 7.10.1 they have conducted their own independent investigation review and analysis of, and, based thereon, have formed an independent judgment concerning, the business, assets, condition, operations and prospects of the business of Buyer, Aegean and their respective subsidiaries; 7.10.2 they have been furnished with or given full access to such information about the Company. In Buyer, Aegean and their respective subsidiaries and their respective businesses and operations as they have requested; 7.10.3 in entering into this Agreementagreement, they have relied solely upon their own investigation and analysis and the Parties acknowledge that the Buyers are relying on the Warranties warranties set forth in Schedule 3 of this Agreementclause 8; and 7.10.4 neither the Buyer, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or Aegean nor any of their respective shareholders directors, officers, employees, affiliates, stockholders, agents or Representatives representatives makes or has made any representation or warranty, either express or implied, (i) as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers Sellers or any of their Representatives on respective agents, representatives, lenders or affiliates prior to the execution of this agreement, (ii) with respect to any basis based upon projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any information provided component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Buyer or Aegean heretofore or hereafter delivered to or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), available to the Buyers Sellers or any of their Representatives respective agents, representatives, lenders or affiliates, or (or any omissions there from), except that iii) without limiting the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, warranty set forth in Schedule 3 clause 8.1.3, in respect of this Agreement, subject always the collectability or enforceability of the accounts receivable referred to the limitations and restrictions contained in Schedule 4clause 4.1.1.

Seller’s Warranties. 10.1 9.1 Each of the Sellers warrants to the Buyers, in Buyer (for itself and as trustee for the terms of Buying Subsidiaries) that the Sellers Warranties at (excluding the date of this Agreement. 10.2 The Sellers Warranties contained given in paragraphs 1 and 2.2(a) of schedule 3) and, in relation to 5the Sellers Warranties given in paragraphs 1 and 2.2 (a) of schedule 3, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made each of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and Sellers warrants to the extent Buyer in relation to that Seller only, on the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved terms set out in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made schedule 3 as at the date of this Agreement or as agreement and each of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited by the terms of any of the other Sellers Warranties or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreementagreement (other than clause 9.5). 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation 9.2 Any information supplied by or on behalf of any Company to or on behalf of the business of Sellers in connection with the Company. In entering into this AgreementSellers Warranties, the Parties acknowledge that Disclosure Letter or otherwise in relation to the Buyers are relying on business and affairs of any Company shall not constitute a representation or warranty or guarantee as to the Warranties set forth in Schedule 3 of this Agreement, accuracy thereof by any Company and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Sellers hereby waive any and all claims which it might otherwise have against any Company or any of their respective shareholders directors, officers, employees, agents or Representatives makes advisers in respect thereof save in respect of any rights it may have against any of them in respect of fraud or has made fraudulent concealment. 9.3 Any claim under the Sellers Warranties is subject to the terms and provisions of schedule 4. 9.4 The Sellers shall not be under any representation liability under the Sellers Warranties in relation to any matter forming the subject matter of a claim thereunder to the extent that the same or warrantycircumstances giving rise thereto are fairly disclosed in the Disclosure Letter. 9.5 Save for any liability in respect of any claim arising for breach of the Sellers Warranties set out in paragraph 3 (Accounts) of schedule 3, either express or impliedthe Sellers shall only be liable (in accordance with each of the Sellers' Relevant Percentage) in respect of a claim for breach of warranty arising in respect of: (a) any of the Properties, under the Sellers Warranties set out in paragraph 18 (Properties) of schedule 3; (b) matters relating Intellectual Property, under the Sellers Warranties set out in paragraph 6 (Intellectual Property) of schedule 3 and paragraph 11 (Information Technology and Data Protection) of schedule 3; (c) in respect of matters relating to Environment, under the Sellers Warranties set out in paragraph 21 (Environmental and Health and Safety matters) of schedule 3; and (d) in respect of Tax, under the Sellers Warranties set out in paragraph 20 (Taxation) of schedule 3 (without prejudice to any claim arising under the Tax Deed). 9.6 The Buyer acknowledges and agrees that the Sellers do not, save as set out in the Sellers Warranties, make any warranty as to the accuracy of forecasts, estimates, projections, statements of intent or completeness statements of honestly expressed opinion provided to the Buyer (howsoever provided) on or prior to the date of this agreement, including without limitation in the Information Memorandum or the Disclosure Letter or in the documents provided to the Buyer or its advisers in the course of the Buyer's due diligence exercise. 9.7 Subject to clause 3, notwithstanding that the Buyer becomes aware at any time (whether it does so by reason of any of the documents or other information provided or disclosure made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management Disclosure Letter or otherwise), to the Buyers or ) that there has been any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any breach of the Sellers insofar as Warranties or any such Seller makes the specific Warranties, set forth in Schedule 3 other term of this Agreementagreement, subject always the Buyer shall not be entitled to rescind this agreement or treat it as terminated but shall be entitled to claim damages or exercise any other right, power or remedy under this agreement or as otherwise provided by law. 9.8 Any payment due from the limitations Sellers in respect of any claim under this agreement shall for all purposes be deemed to be and restrictions contained shall take effect as a reduction in Schedule 4the Final Cash Consideration paid by the Buyer, for itself and as agent for the Buying Subsidiaries, for the Shares.

Seller’s Warranties. 10.1 Each of the Sellers 10.1.1 The Seller represents and warrants to the Buyers, Purchaser that the statements set out in Schedule 12 (Seller’s Warranties) are true and accurate at Signing and that the terms Seller’s Warranties included in Paragraph 1 (Ownership of the Warranties Shares, incorporation, authority, corporate action), Paragraph 2 (Corporate information), Paragraph 3 (Position since the Effective Date) and Paragraph (a) (Accounts) of Schedule 12 (Seller’s Warranties) are also true and accurate at the date of this AgreementCompletion. 10.2 10.1.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 Purchaser acknowledges and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent agrees that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, Seller makes no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, warranty as to the accuracy or completeness of any forecasts, estimates, projections, statements of the documents intent or other information statements of opinion howsoever provided or made available to the Buyers Purchaser or any of its Representatives,. 10.7.2 agree10.1.3 The Purchaser acknowledges that no representations or warranties, express or implied, have been given or are given by the Seller other than the Seller’s Warranties and that it has not been induced to the fullest extent permitted enter into this Agreement by lawany representation, that none warranty or undertaking not expressly set out in this Agreement. 10.1.4 The Seller’s Warranties, other than those included in Paragraph 1 (Ownership of the SellersShares, incorporation, authority, corporate action) and Paragraph 2 (Corporate information) of Schedule 12 (Seller’s Warranties), are limited by, and the CompanySeller shall not be in breach of, or liable in connection with, any of their shareholders or Representatives shall have such Seller’s Warranties in respect of any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished matters Disclosed in the Data RoomDisclosed Information. The Seller’s Warranties in Paragraph 1 (Ownership of the Shares, in presentations by the Companyincorporation, authority, corporate action) and Paragraph 2 (Corporate information) of Schedule 12 (Seller’s management or otherwiseWarranties), to shall not be limited by any disclosure whatsoever. 10.1.5 The Seller’s Warranties other than the Buyers or any Seller’s Warranties set out in Paragraph 17 (Tax) of their Representatives Schedule 12 (or any omissions there from), except that the foregoing limitations shall Seller’s Warranties) do not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4Tax matter.

Seller’s Warranties. 10.1 Each of 11.1 Subject to clause 13, the Sellers Seller warrants to the BuyersBuyer that, in the terms of the Warranties at save as Disclosed, each Warranty is true on the date of this Agreementagreement. 10.2 11.2 The Warranties contained Seller acknowledges the Buyer is entering into this agreement on the basis of, and in paragraphs 1 to 5reliance on, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereofWarranties. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that 11.3 Each Warranty shall be deemed to refer be repeated at Completion and any reference made to the actual knowledge date of this agreement (whether express or implied) in relation to any Warranty shall be construed, in relation to any such repetition, as a reference to the Completion Date. 11.4 The Seller shall not, and shall procure that the Company, AILIL and/or BLW shall not, do or omit to do anything which would, at any time before or at Completion, be materially inconsistent with any of the SellersWarranties, breach any Warranty or make any Warranty untrue or misleading. 11.5 Without prejudice to the right of the Buyer to claim on any other basis or take advantage of any other remedies available to it, if any Warranty is breached or proves to be untrue, the Other ParticipantsSeller undertakes to pay to the Buyer on demand: (a) the amount necessary to put the Company, Ixxx XxxxxAILIL and/or BLW into the position it would have been in if the Warranty had not been breached and had been true; and (b) all costs and expenses (including, Ixxxx Xxxxxxxwithout limitation, Vxxxxxxxxx Gnasevichdamages, Vxxxxxxx Xxxxxxxxlegal and other professional fees and costs, Vxxxxxxx Xxxxxxxxxxpenalties, Txxxxxx Chabunukexpenses and consequential losses whether directly or indirectly arising) incurred by the Buyer or the Company, Exxxxxxxx Xxxxxxxx or Julija Didan, AILIL and/or BLW as a result of the breach of the Warranty not having made any specific inquiries theretobeing true (including a reasonable amount in respect of management time). 10.6 11.6 If at any time before or at Completion the Seller becomes aware that a Warranty has been breached or is untrue, or has a reasonable expectation that either might occur, it will immediately: (a) notify the Buyer in sufficient detail to enable the Buyer to make an accurate assessment of the breach or potential breach of the Warranty; and (b) if requested by the Buyer, use its commercially reasonable best efforts to prevent or remedy the notified occurrence. 11.7 Each of the Warranties shall be construed as a is separate and independent warranty and (except where this Agreement provides otherwise) shall and, unless specifically provided, is not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or anything in this Agreementagreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each of the Sellers jointly and severally warrants to the Buyers, Buyer in the terms of the Warranties at the date of this Agreement. 10.2 The Sellers’ Warranties contained in paragraphs 1 Section 3.1.1 to 5Section 3.1.40, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 on the Signing Date and 18 of Schedule 3 are made of the date hereof and are repeated as of on the Completion Date by the Sellers; all other Warranties are made exclusively Date, as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letterapplicable, if unless otherwise provided and subject to the extent that provisions of this Agreement and in particular the Buyers or any exclusions and limitations in Section 9. CATEGORY 1 3.1.1 Each Seller and each Sellers’ Affiliate has all requisite corporate power and authority (including approval of the its board of directors) and has taken all necessary action to authorize, officersexecute, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company enter into and its business, the evaluation of the Transaction and negotiation of deliver this Agreement, was aware or had notice at any time before the signature of Security Agreements, the Agreement of any information relating Associated Agreements and the Seller Guarantee, to perform its obligations under this Agreement, the subject matter of Security Agreements, the Warranties that could reasonably be expected Associated Agreements and the Seller Guarantee, to put consummate the Buyer on notice of such breach in light of transactions contemplated by this Agreement, the circumstancesSecurity Agreements, then the Warranties shall be qualified by such information. 10.4 Following Associated Agreements and the execution of this Agreement but Seller Guarantee, and to cause its Affiliates (including Newco prior to the Completion Date (iDate) with regard to Warranties listed in Clause 10.2 above perform their respective obligations under this Agreement, the Sellers shallSecurity Agreements, the Associated Agreements and (ii) with regard to all the Seller Guarantee, the License and any other Warranties agreements contemplated by this Agreement, the Sellers may supplement or amend Security Agreements, the Disclosure Letter to reflect matters or circumstances which have arisen after Associated Agreements and the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as Seller Guarantee. 3.1.2 As of the Completion Date, Sellers shall be the legal and beneficial owner of all of the issued and outstanding equity capital of Newco as set forth in Schedule 3.1.2, and Sellers shall have good and marketable title to such Shares free and clear of all liens and encumbrances except those of the case may be. Absent fraud Buyer arising pursuant to this Agreement, and no Person other than the Buyer under this Agreement shall have any agreement or willful concealment, no failure to supplement option or amend any right capable of becoming an agreement or option for the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance purchase from the Sellers of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim Shares of Newco, and no Person shall have any agreement or option or any right capable of becoming an agreement or option, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription or issuance of any breach unissued shares of Warranty made as at the date of this Agreement or as Newco from Sellers. 3.1.3 As of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into Signing Date this Agreement, the Parties acknowledge that Security Agreements, the Buyers are relying on Associated Agreements and the Warranties set forth Seller Guarantee have been (and the documents required to be signed and delivered by Sellers or the Sellers’ Affiliates at Completion will be) duly signed and delivered by Sellers or the Sellers’ Affiliates (as applicable) and constitute legal, valid, binding and enforceable obligations as against Sellers or Sellers’ Affiliates, as applicable, in Schedule 3 accordance with their terms. 3.1.4 The execution, delivery, and performance of this Agreement by Sellers, the consummation of the transactions contemplated by this Agreement, and the Buyerscompliance by Sellers or Sellers’ Affiliates with the provisions of this Agreement will not: 3.1.4.1. violate any provision of the certificate of incorporation, memorandum and articles of association, bylaws or other formation and governing documents of Sellers or Sellers’ Affiliates; 3.1.4.2. materially violate any laws applicable to Sellers or Sellers’ Affiliates or the Assets or the Shares; or 3.1.4.3. materially violate any judgment, order, ruling, or decree applicable to Sellers, Sellers’ Affiliates, the Shares or the Assets. 10.7.1 acknowledge that none of 3.1.5 Except as provided on Schedule 3.1.5, there are no Actions pending, or to Sellers’ knowledge threatened, against Sellers or Sellers’ Affiliates, which are reasonably likely to impair materially the Sellers, the Company ’ or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, ’ Affiliates’ ability to perform its obligations under any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always the Associated Agreements, the Security Agreements or the Seller Guarantee. 3.1.6 Except as provided on Schedule 3.1.6, no act or omission of Sellers, Sellers’ Affiliates or BPZ E&P, or Newco has occurred which would entitle the Government to terminate the License, and no notice has been received by Sellers, Newco, or BPZ E&P from the Government of any intention to terminate the License. 3.1.7 On the Signing Date, BPZ E&P is the: (a) legal and beneficial holder of a 100% Participating Interest in the License, (b) legal and beneficial holder of a 100% undivided interest in the Contracts and (c) legal and beneficial owner of a 100% undivided interest in the Assets excluding the License and the Contracts. On the Completion Date Newco will be the: (a) legal and beneficial holder of a 49% Participating Interest in the License, (b) legal and beneficial holder of a 49% undivided interest in the Contracts and (c) legal and beneficial owner of a 49% undivided interest in the Assets excluding the License and the Contracts, in each case free and clear of all overriding royalty interests, carried interests, net profit interests, mortgages, charges, pledges, liens, options, pre-emptive rights (such as preferential purchase rights and rights of first refusal) and other claims, demands, court orders or judgments, arbitral awards, administrative orders, or encumbrances of any kind other than (i) royalties or other entitlements of the Government pursuant to the limitations laws and restrictions contained regulations of the State, (ii) amounts for materials and services provided in Schedule 4connection with petroleum operations under the License, which are not yet due, and (iii) those arising from the transactions contemplated by this Agreement or the Associated Agreements. 3.1.8 Each Seller and each Sellers’ Affiliate is duly qualified to own or lease its properties and assets and carry on its business and is up to date with all its filings required to be made in each jurisdiction in which the nature of the business conducted by it or the character of properties or assets owned or leased by it make such qualification necessary. 3.1.9 The execution, delivery, and performance of this Agreement by Sellers, the consummation of the transactions contemplated by this Agreement, and the compliance by Sellers or Sellers’ Affiliates with the provisions of this Agreement will not result in a default with due notice or lapse of time or both, or the creation of any lien or encumbrance or give rise to any right of termination, cancellation, or acceleration under any material note, bond, mortgage, indenture, license, or agreement to which Sellers or Sellers’ Affiliates are party or by which Sellers, Sellers’ Affiliates, the Shares or the Assets are bound.

Seller’s Warranties. 10.1 Each Seller hereby warrants title to the Purchased Gas sold and delivered hereunder and the right of Seller to sell the same; and Seller warrants that all such Gas is owned by Seller, or that Seller has the right to market said Gas, free from all liens and adverse claims of title (“Adverse Claims”), excluding liens to secure payments of production taxes, severance taxes, and other taxes. Seller agrees to indemnify Buyer and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of Adverse Claims, whether meritorious or not, of any and all persons, firms, or corporations to said Gas or to royalties, overriding royalties, taxes, license fees, or charges thereon. Buyer shall be entitled to recover all reasonable costs and attorneys’ fees incurred by it as a result of its involvement in any action or claim involving Adverse Claims. When it shall appear to Buyer by reason of receipt of written notice of claim or dispute that the ownership or title to all or part of the Sellers warrants Leases, or the Purchased Gas, may be in a party or parties other than Seller or the Other Wl Owners, then Buyer may suspend payments hereunder, up to the Buyersamount of such claim and without payment of interest, unless otherwise required by statute, and retain as security for the performance of Seller’s obligations with respect thereto, a dollar amount up to the amount of such disputed ownership interest or claim until it has been finally determined and satisfied, or until Seller shall have furnished a bond to Buyer in an amount and with sureties satisfactory to Buyer, conditioned upon the terms protection of the Warranties at the date of Buyer with respect to such ownership or claim. ***Certain information in this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 document has been omitted and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance filed separately with the Disclosure Letter, if Securities and Exchange Commission. Confidential treatment has been requested with respect to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such informationomitted portions. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each of the Sellers 8.1 Subject to Clause 9 and Schedule 9, each Seller warrants to the Buyers, in the terms Purchaser that each of the Sellers' Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 is true and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as accurate at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty and each Seller shall be deemed to refer to the actual knowledge warrant that paragraph 10.2 only of the Sellers, ' Warranties is true and accurate immediately prior to Completion by reference to the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries theretofacts and circumstances then subsisting. 10.6 8.2 Each of the Sellers' Warranties shall be construed as a separate and independent warranty and (except where and, save as expressly otherwise provided in this Agreement provides otherwise) Agreement, shall not be limited or restricted in its scope by reference to or inference from the terms of any other term of another Warranty or this AgreementSellers' Warranty. 10.7 The Buyers8.3 Without prejudice in any way to the Sellers' Warranties, together with their Representatives, have conducted their own independent investigation of the business of Purchaser acknowledges and agrees that: (a) the Company. In Sellers' Warranties are the only warranties given by the Sellers on which the Purchaser may rely in entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers.; 10.7.1 acknowledge that none (b) no representation or warranty is made or given by any of the SellersSellers as to the completeness, truth or accuracy of the Company matters disclosed in the Disclosure Letter; (c) without prejudice to Clause 19 (Entire Agreement), no representation or warranty is made or given by any of their respective shareholders the Sellers in relation to the Information Memorandum or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness reasonableness of any of the documents forecast, estimate or other information projection made or provided or made available to the Buyers Purchaser or any of its Representatives,advisers (in whatever form) on or before the date of this Agreement; and 10.7.2 agree, to the fullest extent permitted (d) no representation or warranty is made or given by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as to the future requirements of the Authority for any goods or services to be provided by any Group Company. 8.4 No information relating to the Group of which the Purchaser or any of its agents or advisers has knowledge (whether actual, imputed or constructive or any of them or as a result of any investigation by or on behalf of the Purchaser), other than that contained in or referred to in this Agreement and/or fairly disclosed in the Disclosure Letter in accordance with Clause 9.3, shall prejudice any claim by the Purchaser under the Sellers' Warranties or reduce any amount recoverable thereunder. 8.5 The Sellers irrevocably and unconditionally agree with the Purchaser and its professional advisers that they will not (and will procure that none of their respective Connected Persons will) bring any claim or other action under the Civil Liability (Contribution) Xxx 0000 of whatever nature and which exists now or may exist in the future and whether known or not known to the Sellers at the date hereof and whether in relation to a matter which is past, present or future and in respect of negligence ("Claim") against any professional advisers of the Purchaser in relation to any work carried out for the Purchaser in respect of this Agreement and/or any Transaction Document. To the extent that any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always Claim exists (if any and without prejudice to the limitations aforesaid), the Sellers severally irrevocably and restrictions contained unconditionally waive the right to bring any form of claim against or recover any sums from any of the Purchaser's professional advisers in Schedule 4relation to any Claim and unconditionally and irrevocably release the Purchaser's professional advisers from any liability in respect of any such Claim. It is intended that any relevant professional adviser of the Purchaser shall be entitled to the benefit of the undertakings, releases and waivers provided for in this clause for the purpose of, inter alia, the Contracts (Rights of Third Parties) Xxx 0000. Nothing in this clause shall exclude or limit liability in respect of Claims arising directly out of any statements made fraudulently or arising as a direct result of wilful concealment by the Purchaser's professional advisers.

Seller’s Warranties. 10.1 Each of the Sellers warrants 5.1 The Sellers, jointly and severally, to the Buyersextent and subject as set out in this clause 5, in warrant, represent and undertake to the terms of Buyer that the Warranties are true, accurate and complete as at the date of this Agreement, and shall continue up to and including Completion to be, true, accurate and complete in all respects. For this purpose only, any reference (whether express or implied) in a Warranty (i) to "the date of this Agreement" shall also be construed as a reference to "the date of Completion", and (ii) to "the date of Completion" shall also be construed as a reference to "the date of this Agreement". 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made 5.2 Each of the date hereof Warranties is given subject to the matters fully, fairly and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly specifically disclosed in the Disclosure Letter. In addition to any specific matter disclosed or . 5.3 Each Warranty in respect of "the Company" shall be deemed to be disclosed a Warranty given in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation respect of the Company and its business, the evaluation each Subsidiary of the Transaction Company and negotiation (unless the context or subject matter otherwise requires) the expression "the Company" in this clause and Schedule 3 shall be construed accordingly to include each Subsidiary of the Company. 5.4 Each of the Warranties is a separate and independent Warranty and no Warranty or clause in this Agreement restricts or limits the extent or application of any other Warranty or other clause. 5.5 The Buyer's rights and remedies in respect of any breach of the Warranties or under any other provision in this Agreement shall not be regarded as modified or varied by Completion, by any investigation made by or on behalf of the Buyer into the affairs of the Company, by the Buyer's rescinding or failing to rescind this Agreement, was aware or had notice at by its failure to exercise or delay in exercising any time before right or remedy available to it. 5.6 The Indemnifying Sellers, jointly and severally, undertake to the signature Buyer (for itself and as trustee for the Company and each of the Agreement Company's Subsidiaries) to indemnify the Buyer, the Company and each of the Subsidiaries of the Company against any diminution in the value of their respective assets, or any increase in their respective liabilities, and/or any payment necessarily made or required to be made by any of them as a result of or in connection with, any breach of any information relating of the Warranties, or required to put them in the position in which they would have been had there been no such breach of the Warranties, and against all costs and expenses incurred in connection therewith. This indemnity shall be without prejudice to any other rights and remedies of the Buyer in relation to the breach. Without prejudice to any other rights of the Buyer it is agreed that the Buyer shall not make any claim under this clause 5.6 or under the Tax Covenant until after the first anniversary date of Completion. Except as provided in clause 5.7 below, the Indemnifying Sellers shall not be liable to the Buyer under this clause 5.6 or under the Tax Covenant (i) unless the aggregate amount of all claims thereunder by the Buyer exceeds the Threshold Amount, (ii) for more than the value of the Escrowed Shares, and (iii) beyond the third anniversary date of Completion. Upon the Buyer's claims under this clause 5.6 or under the Tax Covenant reaching or exceeding the Threshold Amount, the Indemnifying Sellers shall be liable for payment of the entire Threshold Amount together with any legitimate claims of the Buyer in excess thereof limited as aforesaid. 5.7 The Indemnifying Sellers, jointly and severally, undertake to the Buyer (for itself and as trustee for the Company and each of the Company's Subsidiaries) to indemnify the Buyer, the Company and each of the Subsidiaries of the Company against any diminution in the value of their respective assets, or any increase in their respective liabilities, and/or any payment necessarily made or required to be made by any of them as a result of or in connection with, any Tax Evasion on the part of the Company, any Subsidiaries of the Company and/or any of its or their officers, directors, employees or agents, or required to put the Buyer, the Company and/or any of the Subsidiaries of the Company in the position in which they would have been had there been no such Tax Evasion, and against all costs and expenses incurred in connection therewith. Notwithstanding anything contained in this Agreement or any Supplemental Agreement, the Indemnifying Sellers' liability to the Buyer under this clause 5.7 shall be for a period of eighty (80) years; provided however, that (i) the Indemnifying Sellers ---------------- shall not be liable to the Buyer under this clause 5.7 unless the aggregate amount of all claims by the Buyer under this clause 5.7 exceeds the Threshold Amount and (ii) the liability of the Indemnifying Sellers under this clause 5.7 shall not exceed one million four hundred thousand US dollars (US$1,400,000). Upon the Buyer's claims under this clause 5.7 reaching or exceeding the Threshold Amount, the Indemnifying Sellers shall be liable for payment of the entire Threshold Amount together with any legitimate claims of the Buyer in excess thereof limited as aforesaid. The provisions of this clause 5.7 shall be in addition to, and not limitation of, any other rights and remedies which the Buyer may have under this Agreement, any Supplemental Agreement or otherwise. 5.8 The Sellers warrant and represent in relation to any Warranty which refers to the knowledge, information, belief and/or awareness of the Sellers or any similar expression that the Sellers have made full, due and careful enquiry into the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such informationWarranty. 10.4 Following 5.9 Between the execution of this Agreement but prior to and Completion, the Completion Date Sellers shall (i) use their best endeavours to procure that the Company and each of its Subsidiaries complies in all respects with regard to Warranties listed in Clause 10.2 above the Sellers shallSchedule 5, and (ii) with regard to all other Warranties notify the Buyer immediately in the event that any of the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure becomes aware of any breach of this clause 5.9 or of clause 5.1 or any Warranty made as of the date of this Agreement fact or as of the Completion Date, as the case may be. Absent fraud circumstance which has resulted or willful concealment, no failure will or is likely to supplement or amend the Disclosure Letter result in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall ceasing to be construed as a separate true, complete and independent warranty and (except where this Agreement provides otherwise) accurate prior to Completion. 5.10 Each Seller shall not be limited offer, sell or restricted otherwise transfer the Buyer's Shares, prior to the date which is one year after Completion except (A) pursuant to a registration statement that has been declared effective under the Securities Act, (B) pursuant to offers and sales that occur outside the United States to non-U.S. citizens within the meaning of Regulation S under the Securities Act in its scope by reference a transaction meeting the Requirements of Rules 903 and 904 under the Securities Act, or (C) pursuant to another available exemption from the registration requirements of the Securities Act, subject to the Buyer's right prior to any offer, sale or inference from any transfer pursuant to clause (B) or (C) to require the delivery of an opinion of counsel, certificates and/or other term of another Warranty or this Agreementinformation reasonably satisfactory to the Buyer. 10.7 5.11 The Buyers, together with their Representatives, have conducted their own independent investigation of Sellers undertake (for themselves and any nominees) that so long as they remain the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness registered holder of any of the documents or other information provided or made available to Shares they will:- (a) not represent themselves as the Buyers or any beneficial owners of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as Shares; (b) exercise all powers, rights and privileges vested in the registered holder of the Shares only in accordance with the written directions of the Buyer; and (c) hold the Shares and any such Seller makes dividends or other distributions of profits or assets in respect thereof in trust for the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4Buyer.

Seller’s Warranties. 10.1 Each 10.1.1 Subject to the remaining provisions of this clause 10 and clauses 11 and 12, the Sellers Seller represents and warrants to the Buyers, Purchaser that the Seller’s Warranties: (a) are true and accurate in the terms of the Warranties all material respects as at the date of this Agreement.hereof; and 10.2 The Warranties contained (b) shall, save as otherwise expressly provided in paragraphs 1 the Seller’s Warranties, also be true and accurate in all material respects as at Closing, provided that all such representations and warranties that pertain to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 or are made of with respect to the Company not yet incorporated at the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties hereof, are made exclusively as at Closing and not as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in 10.1.2 Neither the Disclosure Letter. In addition to Purchaser, nor any specific matter disclosed or deemed to be disclosed in accordance with other member of the Disclosure Letter, if and to the extent that the Buyers or Purchaser’s Group nor any of the directors, officers, employees and/or professional advisers their respective officers or directors has actual knowledge of any breach of the Buyers respectively its AffiliatesSeller’s Warranties. Neither the Purchaser, to the extent they were involved in the investigation nor any other member of the Company and Purchaser’s Group, nor any of its business, the evaluation of the Transaction and negotiation of this Agreement, was aware officers or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter directors shall be deemed to cure have investigated any breach matter which is not fairly disclosed in this Agreement (including the Schedules attached hereto) or the Due Diligence Information. 10.1.3 The Purchaser acknowledges and agrees that the Seller makes no representation or warranty as to the accuracy of any Warranty made as forecasts, estimates, projections, statements of intent or statements of opinion howsoever provided to the Purchaser on or prior to the date hereof (including any information of this Agreement that nature contained in the Due Diligence Information). The Purchaser acknowledges that no representations or as of the Completion Datewarranties, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as have been given or are given other than the Seller’s Warranties. 10.1.4 The only Seller’s Warranties given in respect of intellectual property matters are those contained in clause 7 of Schedule 14 and in the Intellectual Property Transfer and License Agreement, and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters. 10.1.5 Notwithstanding anything else to the accuracy contrary in this Agreement (including the Schedules attached hereto), in the absence of fraud or completeness criminal or wilful misconduct, the Purchaser’s sole and exclusive remedy against the Seller for a breach of Seller’s Warranties shall be a claim for Losses made pursuant to this clause 10. Notwithstanding the applicability of this Agreement in relation to a breach of Seller’s Warranties, this provision does not have the intent to deprive the Purchaser of any of the documents or other information provided or made remedy available to the Buyers or Purchaser under any of its Representatives, 10.7.2 agree, to other agreements based on the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4same conduct.

Seller’s Warranties. 10.1 Each (a) Seller represents and warrants to Buyer: (i) Seller is the sole owner of all of the Sellers warrants rights in and to all of the Assets and Names; the Assets and Names are not subject to any lien or other encumbrance or claim or to any option or other right in favor of a third party; except for the provisions of this Agreement, there are no monies owing or obligations outstanding with respect to any of the Assets and Names; and no consent or approval by or notice to any third party is required in connection with the sale of the Assets and Names to Buyer pursuant to this Agreement; (ii) except for Seller and the Buyer, no one has custody or control of any of the Assets and Names; (iii) except for those rights sold to Buyer under this Agreement, Seller does not own or have any other rights in or to any of the Assets and Names; (iv) neither any of the Assets and Names, nor the use of any of them by Buyer (i) violates or infringes any patent, copyright, trademark, service mark or other right, (ii) violates any agreement or xxxxment to which NCN or any Shareholder is a party, or misuses or misappropriates any trade secret or confidential information; (v) the Assets will operate properly for the purpose for which they have been designed, and are free from defects; (vi) there is no litigation or claim pending or threatened with respect to any of the Assets and Names; (vii) the Assets which Seller will deliver to Buyer pursuant to Section 1 will be in good condition and in good working order; (viii) the Assets and Names do not constitute a substantial part of the materials, supplies, merchandise or other inventory of Seller; the balance sheet of Seller as at February 28, 2001, a copy of which is attached hereto as Exhibit B, fairly reflects the assets and liabilities of Seller at that time, and since that date there have been no material changes in the assets and liabilities of Seller. (ix) the execution, delivery and performance of this Agreement has been duly authorized by Seller's board of directors; (x) NCN is a corporation duly organized, validly existing, and in good standing under the laws of South Dakota, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do business and is in good standing in all of those States in which it currently conducts business; (xi) The consummation of the transactions contemplated by this Agreement will not result in or constitute any of the following: (1) a breach of any term or provision of this Agreement; (2) a default or an event that, with notice or lapse of time or both, would be a default, breach, or violation of the Articles of Incorporation or Bylaws of NCN or any lease, license, promissory note, conditional sales contract, commitment, indenture, mortgage, deed of trust, member agreement or other agreement, instrument, or arrangement to which NCN or any Shareholder is a party or by which any of them or the property of any of them is bound; (3) an event that would permit any party to terminate any agreement or to accelerate the maturity of any indebtedness or other obligation of NCN; or (4) the creation or imposition of any lien, charge, or encumbrance on any of the Assets or Names of NCN or any Shareholder which are the subject of Agreement; (xii) Seller has the right, power, legal capacity, and authority to enter into, and perform their respective obligations under this Agreement, and no approvals or consents of any persons other than Seller are necessary in connection with the transactions contemplated by this Agreement. The execution and delivery of this Agreement by NCN and the Shareholders have been duly authorized by all necessary corporate or other appropriate action on the part of NCN and all Shareholders. (xiii) Seller represents that it intends to cease business activities on a date no later than 120 days after the closing date and acknowledges that Buyer has agreed to the Buyers, terms and conditions of this Agreement in the terms reliance thereon. (b) The representations and warranties of the Warranties at the date Seller under Section 3(a) will survive execution of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each 6.1 [***] warrants and undertakes to the Buyer that each of the Sellers warrants to the BuyersFundamental Warranties is, in the terms of the Warranties at the date of this Agreement, true and accurate, provided that the warranty and undertaking in respect of paragraphs 1.1. 1.2, 1.3(b), 1.4 and 1.5 of Part 1 of Schedule 5 is provided solely in respect of that Seller and its Seller’s Shares. 10.2 The 6.2 [***] warrants and undertakes to the Buyer that each of the Fundamental Warranties contained in (other than the Fundamental Warranties at paragraphs 1.3(c), 1.3(d) and 1.5 of Part 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter5) is, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as true and accurate in respect of him and his Seller Shares. 6.3 [***] warrants and undertakes to the Buyer that each of the Completion DateGeneral Warranties is, as at the case may bedate of this Agreement, true, and accurate. 10.5 Where a Warranty 6.4 Each Seller agrees and acknowledges that the Buyer is entering into this Agreement in reliance on each Warranty. 6.5 The Warranties (other than the Fundamental Warranties) are qualified by the expression “so far as information and circumstances Disclosed in the Disclosure Letter. 6.6 Subject to the terms of this Agreement and the Tax Deed, no information of which the Buyer or its agents or advisers has knowledge (actual or constructive) and no investigation by or on behalf of the Buyer prevents any claim made by the Buyer under the Warranties and the Tax Deed or operates to reduce any liability of the Sellers or the amount recoverable by the Buyer from the Sellers (other than, in the case of the General Warranties, the information Disclosed in the Disclosure Letter). The Sellers shall not invoke the knowledge of the Buyer or its agents or advisers (actual or constructive) of a fact or circumstance which might make a Warranty untrue or inaccurate as a defence to a claim for breach of clause 6.1, 6.2, 6.3 or the Tax Deed (other than, in the case of the General Warranties, the information Disclosed in the Disclosure Letter). The Buyer confirms that none of [***] are aware”at the date hereof actually aware of a 11 Principal Sellers SPA circumstance which causes the General Warranties to be untrue or inaccurate and in respect of which the Buyer is contemplating an action for breach of General Warranties or of the Tax Deed after Completion. 6.7 Notwithstanding any other provision of this Agreement, the Disclosure Letter shall not limit the liability of the Sellers for any claims under the Fundamental Warranties or Tax Deed. 6.8 Any General Warranty that Warranty refers to the knowledge, information, belief or awareness of the Management Sellers shall be deemed to refer to include the actual knowledge knowledge, information or belief which such Management Seller would have if such Management Seller had made all reasonable enquiries of the Sellers, Specified Employees and the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries theretoManagement Sellers warrant that such enquiries have been made. 10.6 6.9 Each Warranty is independent and is not limited by a provision of the Warranties shall be construed as a separate and independent warranty and this Agreement or by another Warranty (except where this Agreement provides otherwise) ). 6.10 Each Warranty shall continue in full force and effect notwithstanding Completion. 6.11 Each Seller [***] undertakes not be limited to make a claim against any Group Company and/or a director, officer or restricted employee of any Group Company which they may have in its scope respect of a misrepresentation, inaccuracy or omission in or from information or advice provided by reference any Group Company, or a director, officer or employee of any Group Company for the purposes of assisting the Sellers to or inference from any other term of another make a representation, give a Warranty or this Agreementin the case of the Management Sellers only, prepare the Disclosure Letter. 10.7 6.12 The BuyersManagement Sellers agree with the Buyer that, together with their Representatives, have conducted their own independent investigation in the event of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness a breach of any of the documents or other information provided or made available warranties contained in paragraph 11.7 of Part 11 Schedule 5 {stamp duty}, they will pay to the Buyers or any Buyer by way of its Representatives, 10.7.2 agree, liquidated damages an amount equal to the fullest extent permitted by law, unpaid stamp duty concerned together with any interest and penalties payable in relation thereto. The Management Sellers and the Buyer agree that none such amount represents their genuine pre-estimate of the Sellers, loss likely to be suffered by the Company, any Buyer in the event of their shareholders or Representatives shall have any liability or responsibility whatsoever such a breach. 6.13 The Buyer acknowledges and agrees that: (a) this Agreement and the other documents to be delivered by the Seller to the Buyers Buyer at Completion or pursuant to this Agreement contain the only Assurances given by the Sellers in relation to the Transaction; and (b) it has not relied, in relation to the purchase of the Shares and in relation to any of their Representatives other matters contemplated by this Agreement and the other documents to be delivered by the Sellers to the Buyer at Completion or pursuant to this Agreement on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the other Assurances. 6.14 References to “Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth ” in Schedule 3 5 (other than paragraph 1.3(a) and 1.3(c) of this Agreement, subject always Part 1 of Schedule 5) shall be deemed to the limitations and restrictions contained in Schedule 4include references to each Group Company.

Seller’s Warranties. 10.1 Each of 9.1.1 Subject to Clause 9.1.3, the Sellers Seller represents and warrants to the BuyersPurchasers that the statements set out in Schedule 7 (Seller’s Warranties) (the “Seller’s Warranties”) are true and accurate on the Signing Date, in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof will also be true and are repeated as of accurate on the Completion Date unless a Seller’s Warranty is given only on a specific date. 9.1.2 Each Purchaser agrees that no representations or warranties, express or implied, have been given or are given by the Sellers; all other Warranties are made exclusively as or on behalf of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed Seller or any member of the Seller’s Group to the Purchasers in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance connection with the Disclosure LetterDisentanglement or the Transaction, under this agreement, the IP Transfer and License Agreement, or any Local Business Transfer Agreement, other than the Seller’s Warranties, except if and to the extent explicitly set out in such Ancillary Agreement. For the avoidance of doubt and notwithstanding the generality of the foregoing, each Purchaser agrees that no representations or warranties, express or implied, have been given or are given by or on behalf of the Buyers Seller or any member of the directorsSeller’s Group to the Purchasers as to the accuracy of any forecasts, officersestimates, employees and/or professional advisers projections, statements of intent or statements of opinion howsoever provided to the Purchasers, any member of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company Purchasers’ Group or any of their respective shareholders Representatives. 9.1.3 The Seller’s Warranties are limited by the Disclosed Information, and the Seller is not liable for any Seller’s Warranties being untrue or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness inaccurate in respect of any of the documents facts, matters or other information included in the Disclosed Information, provided that such facts, matters or made available to the Buyers other information have or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none has been disclosed in such parts of the SellersDisclosed Information where one would expect to find the relevant facts, matters or information, and disclosed in such a manner and with such detail that the Companyrelevant facts, any matters or information are clear from the face of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished document and that a prudent individual who is knowledgeable in the Data Roomrelevant field reviewing the relevant information would have reasonably assessed the financial, in presentations by the Company’s management legal, commercial or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations other relevance and restrictions contained in Schedule 4consequences thereof.

Seller’s Warranties. 10.1 Each of (A) Subject as provided in this Agreement, the Sellers Seller warrants to the Buyers, Purchaser in the terms of the Warranties at the date of this Agreementset out in Schedule 3. 10.2 (B) The only Warranties given: (i) in respect of Property are those contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 18 and 18 30 of Schedule 3 are made and each of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such informationdeemed not to be given in relation to Property; (ii) in respect of Intellectual Property are those contained in paragraphs 19 of Schedule 3 and each of the other Warranties shall be deemed not to be given in relation to Intellectual Property; and (iii) in respect of Tax are those contained in paragraphs 23 to 28 of Schedule 3 and each of the other Warranties shall be deemed not to be given in relation to Tax. 10.4 Following (C) Between the execution of this Agreement but prior to and Completion the Completion Date Seller shall (i) ensure each member of the Group complies with regard to Warranties listed in Clause 10.2 above the Sellers shall, clause 5 and (ii) notify the Purchaser immediately if it becomes aware of any fact or matter or circumstance which constitutes a breach of clause 5 or clause 4 (A) (ix) or has caused a Warranty to become untrue or misleading at any time before Completion. (D) The Seller is under no obligation to disclose to the Purchaser anything which is or may constitute a breach of or be inconsistent with regard any of the Warranties given in this Agreement if they were to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen be repeated at any time after the date hereof. No supplement Completion Date; or amendment to disclose to the Disclosure Letter shall be deemed to cure any Purchaser anything which is or may constitute a breach of or be inconsistent with any Warranty made as of the date Warranties of which it may become aware after the Completion Date. (E) The Seller accepts that the Purchaser is entering into this Agreement in reliance upon the Warranties. (F) The Seller undertakes (if any claim is made against it in connection with the Warranties) to waive and not to make any claim against any member of the Group or any director, employee or adviser of any member of the Group on whom it may have relied before agreeing to any terms of this Agreement or as of the Completion Date, as the case may be. Absent fraud Tax Covenant or willful concealment, no failure to supplement or amend authorising any statement in the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may beLetter. 10.5 Where a Warranty is qualified by the expression “so far (G) Save as the Sellers are aware”stated in sub-clause (B), that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each each of the Warranties shall be construed as a separate and independent warranty Warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this AgreementWarranty. 10.7 (H) The Buyers, together with their Representatives, have conducted their own independent investigation liability of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on Seller under or in relation to the Warranties shall be limited as set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained out in Schedule 4.

Seller’s Warranties. 10.1 Each of (A) Subject as provided in this Agreement, the Sellers Seller warrants to the Buyers, Purchaser in the terms of the Warranties at the date of this Agreementset out in Schedule 3. 10.2 (B) The only Warranties given: (i) in respect of Property are those contained in paragraphs 1 3(A) and (B), 6(D) and (E), 9(A)(i) and 17 of Schedule 3 and each of the other Warranties shall be deemed not to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and be given in relation to Property; (ii) in respect of Intellectual Property are those contained in paragraph 18 of Schedule 3 are made and each of the date hereof other Warranties shall be deemed not to be given in relation to Intellectual Property; (iii) in respect of competition, anti-restrictive trade practices or anti-trust legislation are those contained in paragraph 19 of Schedule 3 and are repeated as each of the Completion Date by the Sellers; all other Warranties shall be deemed not to be given in relation to competition, anti-restrictive trade practices or anti-trust legislation; (iv) in respect of pensions are made exclusively as those contained in paragraph 10 of Schedule 7 and each of the date hereofother Warranties shall be deemed not to be given in relation to pensions; and (v) in respect of Environmental Matters are those contained in paragraph 22 of Schedule 3 and each of the other Warranties shall be deemed not to be given in relation to Environmental Matters. 10.3 (C) The liability of the Seller under or in relation to the Warranties are qualified by matters fairly disclosed shall be limited as set out in Schedule 4. (D) Breach of Warranty shall not entitle the Purchaser to rescind or terminate this Agreement, or any part of it, after Completion. (E) The Seller accepts that the Purchaser is entering into this Agreement in reliance upon the Warranties. (F) The Seller undertakes (if any claim is made against it in connection with the Warranties and in the absence of fraud or dishonesty) not to make any claim against any member of the Group or the Associated Company or any director or employee of any member of the Group or the Associated Company on whom it may have relied before agreeing to any terms of this Agreement or of the Tax Covenant or authorising any statement in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (iG) with regard to Warranties listed Save as stated in Clause 10.2 above the Sellers shallsub-clause (B), and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this AgreementWarranty. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each 8.1 The Seller warrants (garandeert) to the Purchaser that, to the Seller's knowledge, each of the Sellers warrants to Seller's Warranties as set forth in Schedule 6 is true and accurate on the Buyers, in the terms of the Warranties at the date of this AgreementCompletion Date. 10.2 8.2 The Warranties contained Purchaser shall not have a right to invoke a Claim in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof.respect of: 10.3 The Warranties are qualified by (a) matters fairly that would not have a Material Adverse Effect; (b) any information disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be Disclosed Information; (c) matters specifically disclosed in accordance this agreement; and/or (d) any information or matters as set forth in the Seller Group's public disclosures including any information or matters as set forth on the Seller Group's webpage (xxxx://xxxxxxxxx.xxxxxxxx.xxx) and any links or sub-links to Laureate press releases or filings included or accessible therein. 8.3 The Parties acknowledge and agree that the Seller's Warranties constitute an express allocation of risk between the Purchaser and the Seller. The Purchaser confirms that when entering into this agreement it did not rely on any other warranty or statement than the Seller's Warranties. Parties waive any rights they may have in connection with this agreement pursuant to Book 7, Title 1 of the Disclosure Letter, if and DCC to the extent that this agreement deviates from the Buyers provisions thereof. 8.4 The Seller shall not be liable for any forecasts, estimates, interpretations, analysis, projections, statements of intent or any statements of opinion provided to the Purchaser or its advisors, whether or not part of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such informationDisclosed Information. 10.4 Following 8.5 The Purchaser confirms that prior to the execution of this agreement it has conducted and completed a due diligence investigation into the Group Companies and the Business, with the Project Waterway - Share Purchase Agreement but prior 15 assistance of legal, financial, tax and other professional advisors. The Purchaser confirms that during the due diligence investigation it and its advisors have posed all such questions as the Purchaser thought relevant in relation to the Group Companies and the Business, and that the Seller has provided all information and assistance requested by the Purchaser and its advisors to answer such questions. The Purchaser confirms that at the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters it has no knowledge of any facts or circumstances which have arisen after the date hereof. No supplement that constitute or amendment are likely to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Seller's Warranty made as at the date of this Agreement or as of the Completion Date, as the case may beBreach. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each of the Sellers a. The Seller warrants to the Buyers, Purchaser that: i. each Fundamental Warranty is true and accurate on the date of this Agreement and on the Completion Date; ii. except as Disclosed in the terms Disclosure Letter, each Warranty other than the Fundamental Warranties is true and accurate on the date of this Agreement and is true and complete on the Warranties at Completion Date (and in such case references to “the date of this Agreement. 10.2 The ” shall be deemed to read “the Completion Date”), except for such Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 that are made of the date hereof a certain date, in which case such warranties shall continue to be true and are repeated accurate as of the Completion Date by the Sellerssuch date; all other Warranties are made exclusively as of the date hereof.and 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letteriii. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and delivered to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following Purchaser concurrently with the execution of this Agreement but is the Data Room USB, which contains true, correct and complete copies of all documents that are in the Data Room as of one Business Day prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement Agreement. 37068044.1 08/13/2020 b. The Seller agrees that the supply of any information by or as on behalf of the Completion DateAcquired Group or any of its employees, as Directors, agents or officers or any member of the case may be. Absent fraud Seller Deal Team (together, “Officers”) to the Seller or willful concealmentits advisers in connection with the Warranties, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shallLetter, by itselfthe Data Room, or otherwise shall not constitute a basis for any Claim. Acceptance of any amendment warranty, representation or supplement guarantee as to the accuracy of such information in favor of the Seller. The Seller unconditionally and irrevocably waives all and any rights and claims that it may have against any of the Acquired Group or the Officers on whom the Seller has, or may have, relied in connection with the preparation of the Disclosure Letter shall be without prejudice Letter, or agreeing the terms of this Agreement, and further undertakes to the rights Purchaser, the Acquired Group and the Officers not to make, transfer or assign any such claims. c. Each of the Buyers Warranties is separate and is not limited by reference to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may beother Warranty. 10.5 d. Where a Warranty is qualified by the expression “so far as the Sellers are Seller is aware”” or any similar expression, that Warranty expression shall be deemed to refer to the actual knowledge of the SellersSeller Deal Team only, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each after due inquiry of the Warranties shall those employees and consultants and other persons who reasonably would be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference expected to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, knowledge as to the accuracy or completeness relevant matter. e. For purposes of any of the documents or other information provided or made available calculating damages with respect to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellersrelated Fundamental Warranty Claim, the Company, any of their shareholders or Representatives Fundamental Warranties in this Agreement shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply be read without regard to any of the Sellers insofar limitation as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions materiality or Material Adverse Effect contained in Schedule 4therein.

Seller’s Warranties. 10.1 Each 7.1 Subject to the provisions of this Clause 7 and Schedule 5 (Limitations on Liability) applicable to the Sellers Fundamental Warranties, the Seller warrants to the BuyersBuyer on the date of this Agreement and on the Closing Date that: (a) the Seller is the sole legal owner of the Shares (which constitute the entire issued share capital of the Company), the Shares are free from any Encumbrance and the Seller is entitled to transfer or procure the transfer of the Shares to the Buyer on and subject to the terms set out in the terms Transaction Documents; (b) the Seller is a company incorporated and validly existing under the laws of its jurisdiction of incorporation; (c) the Seller has the necessary power and authority to enter into and perform each of the Transaction Documents to which it is a party, which will, when executed, constitute valid and legally binding obligations of the Seller in accordance with their respective terms; and (d) no order has been made, petition presented or resolution passed for the Seller’s winding up, and no administrator or any receiver or manager has been appointed by any person in respect of it or all or any of its assets, and no voluntary arrangement has been proposed, and it has not become subject to any analogous proceedings, appointments or arrangements under the laws of any applicable jurisdiction. 7.2 Subject to this Clause 7 and Schedule 5 (Limitations on Liability), the Seller warrants to the Buyer on the date of this Agreement that the Warranties at are true, accurate and not misleading. 7.3 The Seller shall promptly disclose to the Buyer any matter or thing which arises or of which it becomes aware after entering into this Agreement but prior to Closing which is inconsistent with or a breach of any of the Fundamental Warranties given on the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 7.4 The Warranties are qualified separate and independent so that the Buyer shall have a separate claim and right of action in respect of every breach of each Warranty and (except as expressly otherwise provided in this Agreement) no Warranty shall be limited by matters fairly disclosed in the Disclosure Letter. In addition reference to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such informationother Warranty. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure 7.5 Where any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are Seller is aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx ” or Julija Didan, not having made any specific inquiries theretosimilar expression. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and 7.6 Schedule 11 (except where this Agreement provides otherwiseSeller Knowledge) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreementapply. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each of the Sellers Seller hereby represents and warrants to the Buyers, in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated Buyer as of the Completion Effective Date by the Sellers; all other Warranties are made exclusively and again as of COE that: (a) there are no unrecorded leases (other thax xhe Lease), liens or encumbrances which may affect title to the date hereof.Property; 10.3 The Warranties (b) to Seller's knowledge, no notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the present use or occupancy of the Property by any person, authority or agency having jurisdiction; (c) to Seller's knowledge, there are qualified no intended public improvements which will or could result in any charges being assessed against the Property which will result in a lien upon the Property; (d) to Seller's knowledge, there is no impending or contemplated condemnation or taking by matters fairly inverse condemnation of the Property, or any portion thereof, by any governmental authorities; (e) there are no suits or claims pending or to Seller's knowledge, threatened with respect to or in any manner affecting the Property, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (f) Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to sell the Disclosure Letter. In addition Property, or any portion thereof, to a third party and Seller will not enter into nor execute any specific matter disclosed such agreement without Buyer's prior written consent; (g) Seller has not and will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or deemed other land-use limitations, upon the Property, or any portion thereof, or its potential use, and, to Seller's knowledge after due inquiry, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations; (h) this transaction will not in any way violate any other agreements to which Seller is a party; (i) Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (j) no default of Seller exists under any of the Contracts and, to Seller's knowledge after due inquiry, no default of the other parties exists under any of the Contracts; (k) no consent of any third party is required in order for Seller to enter into this Agreement and perform Seller's obligations hereunder; (l) except for any item to be disclosed prorated at COE in accordance with this Agreement, all bills or other charges, cxxxs or expenses arising out of or in connection with or resulting from Seller's use, ownership, or operation of the Disclosure LetterProperty up to COE shall be paid in full by Seller; (m) all general rexx estate taxes, if assessments and personal property taxes that have become due with respect to the extent Property (except for those that will be prorated at COE) have been paid or will be so paid by Seller prior to COE; (n) from the Buyers Effective Date hereof until COE or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation thx xarlier termination of this Agreement, was aware or had notice at any time before Seller shall (i) oxxxate and maintain the signature of Property in a manner generally consistent with the Agreement of any information relating to manner in which Seller has operated and maintained the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but Property prior to the Completion Date date hereof, and shall perform in all material respects, its obligations under the Lease, (iii) with regard to Warranties listed in Clause 10.2 above not amend, modify or waive any material rights under the Sellers shallLease, and (iiiii) with regard maintain the existing or comparable insurance coverage, if any, for the Improvements which Seller is obligated to all other Warranties maintain under the Sellers may supplement Lease; (o) Seller has no actual knowledge that there exists or amend has existed, and Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach Property of any Warranty made Hazardous Materials. "Hazardous Materials" shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as of the date of this Agreement a "hazardous substance" by any federal, state, or as of the Completion Datelocal environmental law, as the case may be. Absent fraud ordinance, rule or willful concealmentregulation including, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellerslimitation, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.Federal

Seller’s Warranties. 10.1 7.1 The Seller represents and warrants to and for the benefit of the Purchaser that, as of the date of this Agreement, each of the Warranties is true and accurate and not misleading in any respect. 7.2 The Seller acknowledges that the Purchaser has entered into this Agreement in reliance upon each of the Warranties. 7.3 Each of the Sellers Warranties is qualified by matters disclosed in the Disclosure Letter. The Purchaser shall not be entitled to claim that any fact causes any of the Warranties to be breached or renders any misleading if it has been fully, fairly and specifically disclosed to the Purchaser in the Disclosure Letter in the absence of any fraud or dishonesty on the part of the Seller or its Representatives. For the avoidance of doubt, information or material disclosed in drafts of the disclosure letter and not included in the Disclosure Letter shall not qualify the Warranties. 7.4 The Seller represents and warrants to the BuyersPurchaser that the Warranties will be true and accurate and not misleading in any respect at Completion by reference to the facts and circumstances then subsisting and, for this purpose, the Warranties shall be deemed to be repeated at Completion as if any express or implied reference in the terms Warranties to the date of this Agreement was replaced by a reference to the Completion Date. 7.5 Each of the Warranties is separate and independent and (except as expressly provided to the contrary in this Agreement) is not limited: (a) by reference to any other Warranty; or (b) by anything in this Agreement or any other Transaction Document or any other document referred to herein. 7.6 The Seller agrees with the Purchaser (for itself and for each member of the Group and their Representatives) to waive to the greatest extent permissible at law any rights or claims which it may have against any member of the Group or the present or former Representatives of any member of the Group in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any member of the Group or its Representatives in connection with the giving of the Warranties, this Agreement or the other Transaction Documents or the preparation of the Disclosure Letter. 7.7 The rights and remedies of the Purchaser in respect of a breach of any of the Warranties shall not be affected by Completion, by the giving of any time or other indulgence by the Purchaser to any person, or by any other cause whatsoever except as provided in this Agreement or in a specific waiver or release by the Purchaser in writing and any such waiver or release shall not prejudice or affect any remaining rights or remedies of the Purchaser. 7.8 Subject to the limitations set out in Schedule 5, no information, fact or circumstance (other than those disclosed in writing by or on behalf of the Seller to the Purchaser or its legal advisers during due diligence enquiries prior to the date of this Agreement and in the Disclosure Letter) of which the Purchaser, any member of the Purchaser’s Group or any of their respective Representatives, had knowledge (whether actual, imputed or constructive) or which could have been discovered (whether by investigation, search or enquiry (including of any Authority) made by the Purchaser, any member of the Purchaser’s Group, any of their Representatives or on its or their behalf or otherwise) shall prevent or in any way prejudice any Claim being brought by any member of the Purchaser’s Group under this Agreement (including any claim that any of the Warranties is or was untrue or inaccurate or misleading, whether at the date of this Agreement or on their repetition at Completion) or reduce any amount recoverable hereunder. For the avoidance of doubt, the liability of the Seller pursuant to the Warranties on their repetition at Completion shall not be limited as a result of any disclosure of additional facts and circumstances after the date of this Agreement or matters of which the Purchaser or any of its Representatives became aware (or ought reasonably to have become aware) after the date of this Agreement. 10.2 The Warranties contained 7.9 In each Warranty, where any statement is qualified as being made “so far as the Seller is aware” or any similar expression: (a) the Seller warrants and undertakes that it has made all such due, diligent and careful enquiries as are reasonable in paragraphs 1 to 5the circumstances before giving such Warranty or making such statement; and (b) a matter shall be treated as being within the awareness, 6.3knowledge, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made information or belief of the date hereof Seller if it is within the knowledge, information or belief of any director or officer of the Seller or any member of the Group or any Senior Employee (or would have been within the knowledge, information or belief of such persons if they had made all such due, diligent and careful enquiries as are reasonable in the circumstances). 7.10 The Seller shall promptly disclose to the Purchaser any matter or thing which arises or of which it becomes aware after entering into this Agreement but prior to Completion which is inconsistent with or a breach of any of the Warranties or which will or may be a breach of any Warranty when the Warranties are repeated as at Completion or which might render any of the Completion Date Warranties misleading as at Completion. 7.11 No Claim may be made by the Sellers; all other Purchaser against and no Losses may be recovered from the Seller in respect of any breaches of Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any Purchaser has recovered the Losses under the Deed of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such informationIndemnity. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each The following representations and warranties of Seller shall survive the Closing for a period of three (3) months. (a) The legal description of the Sellers warrants Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company. (b) Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the BuyersProperty to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Bill of Sale, in the terms form and substanxx xeasonably satisfactory to Buyer, free and clear of the Warranties at the date of all liens and encumbrances, except as provided in this Agreement. 10.2 The Warranties contained in paragraphs 1 (d) Seller will not interfere with Buyer's opportunity to 5hire Seller's on-site employees who work at the Property, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and 18 no earlier than 10 days before closing. Buyer will make no efforts to hire any of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereofSeller's off-site employees whatsoever. 10.3 The Warranties are qualified by matters fairly disclosed in (e) Seller shall be responsible for and shall indemnify Buyer from, (and Buyer shall not assume the Disclosure Letter. In addition to obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any specific matter disclosed benefit programs or deemed to be disclosed in accordance with the Disclosure Letteragreements, if severance pay obligations and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement other related employee costs arising as a result of any information relating events, acts (or failures to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but act) prior to the Completion Closing Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment respect to the Disclosure Letter shall be deemed Property at which such persons are employed, whether or not disclosed on the schedules to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation (f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the business Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the CompanyProperty assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property. (g) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration of Buyer's due diligence period through the Closing Date. (h) Seller agrees to continue its standard leasing practices and advertising through the Closing Date, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits , and customary concessions, if any. (i) The property is being sold to Buyer in "as is" condition; however, Seller warrants that all occupied units will have appliances and mechanical systems in working condition at closing. In entering into this Agreementaddition, Seller agrees to respond to normal work orders in the Parties acknowledge that ordinary course of business through closing. To the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none best knowledge of the Sellersprincipal of Seller, Joseph M. Jayson, without indepenxxxx xxxxxxxxxxxon, there are no major structural or mechanical problems at the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4Property.

Seller’s Warranties. 10.1 Each 7.1 The Sellers represent and warrant to the Purchaser that the statements set out in Schedule 2 (the Sellers’ Representations and Warranties) are true and accurate on the Signing Date or on any such earlier date as of which any Sellers’ Representation or Warranty is expressly made. 7.2 The Sellers represent and warrant to the Purchaser that the Sellers’ Representations and Warranties shall be true and accurate in all material respects on the Closing Date or on any such earlier date as of which any Sellers’ Representation or Warranty is expressly made. 7.3 Without prejudice to Clause 25.1 and 25.2, the Sellers’ Representations and Warranties are the only representations or assurances of any kind given by or on behalf of the Sellers warrants and collectively and exhaustively reflect characteristics that the Purchaser may reasonably expect the Shares, the Group and its business to have. The Purchaser acknowledges and agrees that it has not entered into this Agreement in reliance on any representation or warranty other than the Sellers’ Representations and Warranties and other than with respect to the BuyersSellers’ Representations and Warranties waives to the fullest extent possible or permitted under any applicable Law all rights and remedies which might otherwise be available to it in respect of any such representations, in warranties, other assurances, statements, promises or forecasts (whether written or oral). SC1:4604020.13A 32 of 54 7.4 In no event are any representations or warranties, express or implied, given by the terms Sellers with respect to forecasts, plans, expectations, the feasibility of any business plans or the future development of the Warranties at business of any Group Company and, more broadly, to any fact, circumstance or event dated after the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 Signing Date (other than with respect to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made the accuracy of the date hereof Sellers’ Representations and are repeated Warranties as of the Completion Closing Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall7.2), and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the such earlier date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge which any of the Sellers’ Representations and Warranties is expressly made, irrespective of whether these have been explicitly included in any disclosed document or information. 7.5 The Purchaser acknowledges and agrees that it has performed, with the assistance of professional advisors, an extensive due diligence investigation with respect to the Shares, the Other ParticipantsGroup Companies and their respective businesses, Ixxx Xxxxxactivities, Ixxxx Xxxxxxxoperation, Vxxxxxxxxx Gnasevichassets, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each liabilities and financial condition during the period from 8 November 2017 until the Signing Date on the basis of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to by the Buyers or any Sellers and their advisers - amongst others - by way of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished data room documents in the Data Room, management presentations and expert calls and the related Q&A process (the Due Diligence Investigation). The Purchaser acknowledges that the Due Diligence Investigation was in presentations a form, scope and substance to the Purchaser’s satisfaction and that it has raised with the Sellers any and all specific issues which it considered relevant in connection with the transactions contemplated by this Agreement and obtained satisfactory answers from the Sellers on all its queries. 7.6 The information contained in the Data Room (an index of which is included in Schedule 3), this Agreement including the Schedules hereto, the Information Memorandum and the written answers to questions raised by the Company’s Purchaser and its advisors (copies of which are also included in Schedule 3), any other information made available to the Purchaser and its advisors in writing, in interviews, in process letters, in (management or otherwise)other) presentations (written records of these interviews; process letters and (management or other) presentations are also included in Schedule 3) or in any other form, to and all other information which is in the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any public domain in each case as of the Sellers insofar as any such Seller makes date hereof shall together be considered the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to disclosed information (the limitations and restrictions contained in Schedule 4Disclosed Information).

Seller’s Warranties. 10.1 Each of the Sellers (a) The Seller warrants to the Buyers, in the terms of the Warranties Buyer: (i) at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made Agreement that each of the date hereof Seller’s Warranties is true and are repeated as of the Completion Date by the Sellers; accurate in all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made respects as of the date of this Agreement or Agreement; and (ii) at Closing that each of the Seller’s Fundamental Warranties and each Seller’s Warranty not specified in Clause 9.1(a)(iii) is true and accurate in all respects as of Closing; and (iii) at Closing that each of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter Seller’s Warranties specified in accordance with this Clause 10.4 shall9.1(a)(iii) is true and accurate in all material respects as of Closing on the basis that all qualifications and limitations set forth in Schedule 4 (Seller’s Warranties) as to “materiality,” “Material Adverse Effect” and words of similar import or meaning, by itselfin each case with respect to such Seller’s Warranties, constitute a basis for shall be disregarded in determining whether there shall have been any Claim. Acceptance inaccuracy in or breach of any amendment or supplement such Seller’s Warranties: Seller’s Warranty 6; Seller’s Warranty 8.3; Seller’s Warranty 9.3; Seller’s Warranty 13; Seller’s Warranty 14.2; Seller’s Warranty 15; Seller’s Warranty 16.5; Seller’s Warranty 17.1; Seller’s Warranty 18.3; Seller’s Warranty 20.8; Seller’s Warranty 20.12(i); Seller’s Warranty 21.4; Seller’s Warranty 21.12; Seller’s Warranty 21.16; and Seller’s Warranty 21.18. The Seller’s Warranties are given subject to Clause 9.3 and Schedule 5 (Seller’s and Guarantor’s Limitations of Liability). (b) The Seller acknowledges that the Disclosure Letter shall be without prejudice to Buyer is entering into this Agreement on the rights basis of and in reliance on representations in the terms of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may beSeller’s Warranties given under Clause 9.1(a). 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 (c) Each of the Seller’s Warranties given under Clause 9.1(a) shall be construed as a separate and independent warranty and (except where this Agreement provides unless expressly provided otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Seller’s Warranty given under Clause 9.1(a) or by anything in this AgreementAgreement or any other Transaction Document. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation (d) Any of the business Seller’s Warranties that are qualified by the knowledge, belief or awareness of the Company. In entering into this AgreementSeller shall mean the actual (but not constructive or imputed) knowledge, belief or awareness of any member of the Parties acknowledge Seller’s Knowledge Group after making reasonable inquiry with respect to the particular matter in question. (e) The Buyer acknowledges and agrees that the Buyers individuals listed in the Seller’s Knowledge Group are relying named solely for the purpose of defining and narrowing the scope of Seller’s knowledge, belief or awareness as set out in Clause 9.1(d) and not for the purpose of imposing any liability on or creating any duties owed by such individuals to the Warranties set forth Buyer. The Buyer hereby covenants that it (i) has no rights against (and irrevocably and unconditionally waives and relinquishes any rights it may have against) such individuals and (ii) shall not make, or vote in Schedule 3 favour of, a claim against such individuals, in each case of (i) and (ii) related to or arising out of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company Agreement or any other Transaction Document and in each case of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwisei) and (ii), to the Buyers or any other than as a result of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4fraud.

Seller’s Warranties. 10.1 Each of “AS IS”. Seller hereby makes the Sellers warrants to the Buyers, in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 following representations and 18 of Schedule 3 are made of the date hereof and are repeated warranties as of the Completion Effective Date by the Sellers; all other Warranties are made exclusively and again as of the Closing Date (herein collectively the “Warranties,” and each individually a “Warranty”). The following representations and warranties shall survive the Closing until the date hereofwhich is one (1) year following the Closing Date. 10.3 (a) Seller is duly organized and validly existing under the laws of the state of its organization. The Warranties are qualified execution and performance of this Agreement has been duly authorized by matters fairly disclosed Seller and will not require the consent of any third party, other than Shareholder Approval. Neither this Agreement nor the performance of Seller hereunder shall constitute a violation of any governing document, contractual commitment or law applicable to Seller. (b) Seller has not received written notice of, and has no knowledge of, any pending or threatened condemnation proceedings or administrative actions relating to the Property. (c) Seller has not received written notice of, and has no knowledge of, any pending or threatened litigation with respect to any matter affecting the Property. (d) Between the Effective Date and the Closing Date, Seller shall, or, if applicable, cause its tenant farmers to, maintain the Property in good condition and repair, and farm and ranch the Property and care for and cultivate any crops thereon in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed ordinary course of business in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved agricultural practices in the investigation area in which the Property is located, at Seller’s sole cost. (e) A complete list of all leases, subleases, licenses or other occupancy agreements affecting the Company and its businessProperty are listed on Exhibit C (the “Leases”). Except as disclosed to Buyer in writing, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date Leases (i) with regard to Warranties listed are in Clause 10.2 above full force and effect, and there are no modifications or other agreements regarding the Sellers shall, Leases; and (ii) to Seller’s knowledge, there are no defaults by any party under the Leases. (f) Except for the Leases and as shown in the Commitment, (i) there are no leases, subleases, licenses, contracts, or other agreements, written or oral, regarding the Property, (ii) there are no farming leases reliant on any diversions of any of the Water Rights, and (iii) there are no parties in possession of or entitled to possession of the Property. From the Effective Date through the Closing Date, Seller shall not execute or commit to enter into any lease or contract with regard respect to all the Property without Buyer’s prior written approval in its sole discretion. (g) Seller has received no written notice of noncompliance of the Property with any applicable federal, state and local laws, statutes, ordinances, rules and/or regulations, including, but not limited to, environmental statutes, ordinances, rules and/or regulations (collectively, “Applicable Laws”), and Seller has no knowledge of any such noncompliance. (h) To Seller’s knowledge, and except as may be disclosed in any environmental report provided by Seller to Buyer, no petroleum products, hazardous materials, hazardous substances or waste, asbestos, PCB’s and/or other Warranties regulated substances as defined in any Applicable Laws, have been generated, manufactured, used, disposed of, or stored on or in connection with the Sellers may supplement Property, except for gasoline and oil contained in vehicles or amend above ground storage tanks or containers and except for typical use of such materials and chemicals ordinarily used in the Disclosure Letter to reflect matters operation of a ranch or circumstances which have arisen after farm that produces and includes such products, crops and animals as the date hereofProperty. No supplement underground storage tanks are currently located on or amendment under the Property. (i) Seller is not a “foreign person,” as defined by applicable Internal Revenue Service rules and regulations. (j) Seller is not bankrupt or insolvent, and has not filed for and is not involved in any voluntary or involuntary proceeding in bankruptcy under Applicable Laws. (k) None of the information included or incorporated by reference in the Proxy Statement or the SEC Filing will contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Proxy Statements will comply as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (l) To Seller’s knowledge, except for the Dry-Up Shares, the Water Rights are appurtenant to the Disclosure Letter shall Land, and have been used solely on the Land. The Water Rights (other than the Dry-Up Shares) have historically been used to irrigate the Land and have not been abandoned. (m) The Certificated Water Rights are authorized to be deemed to cure any breach of any Warranty made as used upon the Land. (n) The real property described on Exhibit D constitutes all of the date of this Agreement or as of real property historically irrigated with the Completion Date, as the case may beDry-Up Shares. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis Except for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth herein or in Schedule 3 the documents delivered by Seller to Buyer at Closing, Seller disclaims the making of this Agreementany representations or warranties, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as regarding the Property or matters affecting the Property, including but not limited to its physical condition, title to or the boundaries of the Property, soil condition, hazardous waste, toxic substance or other environmental matters, compliance with building, health, safety, land use, environmental and zoning laws, regulations and orders, the ability to develop the Property for any purpose, and all other information pertaining to the accuracy Property. Buyer, moreover, acknowledges that, except for the Warranties set forth herein or completeness in the documents delivered by Seller to Buyer at Closing: (i) Buyer has entered into this Agreement with the intention of any relying upon its own investigation of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agreephysical, to the fullest extent permitted by lawenvironmental, that none economic, and legal condition of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based Property; (ii) Buyer is not relying upon any information provided or made availablestatements, representations, or statements warranties made (including in materials furnished by Seller or anyone acting or claiming to act on Seller's behalf concerning the Property. Except for the Warranties set forth herein or in the Data Roomdocuments delivered by Seller to Buyer at Closing, Buyer shall purchase the Property in its “AS-IS, WHERE-IS” condition as of Closing, and Buyer expressly acknowledges that, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any consideration of the Sellers insofar agreements of Seller herein, and except as any such Seller makes otherwise expressly specified herein or in the specific Warrantiesdocuments delivered in connection with Closing, set forth in Schedule 3 of this AgreementSELLER MAKES NO WARRANTY OR REPRESENTATION, subject always to the limitations and restrictions contained in Schedule 4EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AS TO TITLE, CONDITION, ZONING, AVAILABILITY OF ACCESS, AVAILABILITY OF UTILITIES AND GOVERNMENTAL APPROVALS, THE LIKELY SUCCESS OF AN APPLICATION TO CHANGE THE USE OF THE WATER DERIVED FROM THE WATER RIGHTS HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY.

Seller’s Warranties. 10.1 Each ‌ 6.1 Except as Disclosed, the Seller represents and warrants (garandeert, verklaart en xxxxx xx voor in) to Purchaser that: (a) each of the Sellers warrants to warranties included in Schedule 2 (the Buyers, in the terms of the Warranties at Warranties) is correct and complete and not misleading on the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior and will be on the Completion Date; (b) to the Completion Date best of Seller’s knowledge, the Seller is not aware of any material facts or circumstances, which are not disclosed to Purchaser and which would typically influence the decision of Purchaser to enter into the transaction against the terms and conditions in this Agreement; (ic) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed best of Seller’s knowledge, the Seller has disclosed all relevant information in connection with the Business and the Company to cure any breach of any Warranty made Purchaser and the Disclosed Information, whether it was disclosed by the Seller or the Company, was and still is correct and complete and not misleading on the Completion Date. (d) The Financial Statements as of the date Cut-off Date are attached hereto as Schedule 12. Except as set forth on Schedule 12 or in the notes to the Financial Statements, to the best of Seller’s knowledge, the Financial Statements (1) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered thereby and (2) fairly and accurately present the assets, liabilities (including all reserves) and financial position of the Company as of the respective dates thereof and the results of operations and changes in cash flows for the periods then ended. At the respective dates of the Financial Statements, to the best of Seller’s knowledge, there were no material liabilities of the Company, which, in accordance with generally accepted accounting principles, should have been shown or reflected in the Financial Statements or the notes thereto, which are not shown or reflected in the Financial Statements or the notes thereto. 6.2 The Seller acknowledges that Purchaser has entered into this Agreement in full reliance on the Warranties, Indemnities and other covenants contained herein and the Purchaser acknowledges that outside the scope thereof all other warranties, indemnities and covenants, whether express, implied or statutory, are excluded. 6.3 No due diligence investigations conducted by or on behalf of Purchaser and no facts or circumstances known to Purchaser, its officers or advisers at the time of execution of this Agreement or as the Completion Date will prejudice or mitigate Purchaser's rights to claim under the Warranties and Indemnities, unless otherwise stated therein. The Warranties constitute an express allocation of risk between the Purchaser and the Seller to the effect that any Warranty being incorrect and incomplete or misleading is for the account and risk of Seller. For the avoidance of doubt, Seller hereby waives any rights under section 6:75 of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may beDutch Civil Code. 10.5 Where 6.4 If a Warranty is qualified by the expression “so far as term "to the Sellers are aware”best of Seller's knowledge" or words to that effect, that Warranty term shall be deemed to refer to the actual knowledge of the SellersSeller as per the date(s) the Warranty is given or the knowledge the Seller is deemed to have on the basis of due and careful consideration and diligent enquiry, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed enquiry in his capacity as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyersmanager/employee and/or, together with their Representativesas the case may be, have conducted their own independent investigation of the business shareholder of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none all employees of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as that reasonably would be expected to the accuracy or completeness of any have knowledge of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4relevant matters.

Seller’s Warranties. 10.1 Each of the Sellers (a) The Seller warrants to the Buyers, Purchaser that except as Fairly Disclosed to the Purchaser in the terms Disclosure Letter, the Data Room or this Agreement, each of the Warranties at statements set out in Schedule 4 (the Warranted Statements) is on the date of this AgreementAgreement true and accurate and, in respect of the Warranties set out in paragraphs 1.2(a), 1.3, 1.9 and 1.10 of Schedule 4, will at Completion be true and accurate. 10.2 The (b) Notwithstanding the subparagraph 7.1(a), the Data Room shall not act as a general disclosure to the Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 set out in: (i) paragraph 1.3 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are 4 which shall only be qualified by matters fairly disclosed in the Disclosure Letter. In addition ; (ii) paragraph 1.8(a) of Schedule 4 which shall only be qualified by Appendix 5 to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter; and (iii) paragraph 2.2(h) of Schedule 4 which shall only be qualified by Appendix 6 to the Disclosure Letter. 7.2 The Purchaser shall have the right to claim damages for all losses, damages and reasonable expenses (including reasonable attorney fees) actually and directly incurred by the Company, the Purchaser or any Group Company but excluding any decrease in the value of the Shares except with respect to a breach of any Warranty set out in paragraph 1.3 of Schedule 4 (the Losses) as a result of any inaccuracy in the Warranted Statements. 7.3 The liability of the Seller in connection with the Warranties shall be subject to the limitations contained in, and to the provisions of, Schedule 5 and any Warranty Claim shall be subject to the provisions of that schedule. 7.4 If the Purchaser or any of the Group Companies becomes aware of a matter or circumstance which is likely to give rise to a Warranty Claim, the Purchaser shall give notice to the Seller specifying that matter or circumstance in reasonable detail, providing a good faith estimate of the amount of such Warranty Claim and setting out such other facts as the Purchaser deems necessary, as soon as reasonably practicable (but no later than fifteen Business Days) after it becomes aware of that matter or circumstance. If the Purchaser is not able to provide a good faith estimate at the time of such notice then the Purchaser shall provide such good faith estimate when it possesses sufficient information to enable it to do so. Subject to paragraph 7 of Schedule 5, any failure by the Purchaser to give notice as contemplated by this subclause 7.4 in relation to any matter or circumstance shall not, for the avoidance of doubt, prevent the Purchaser from making any Warranty Claim arising from that matter or circumstance, but the Seller shall not be liable for any Losses in respect of any such Warranty Claim if and to the extent that the Buyers they are increased, or any are not reduced, as a result of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, such failure. 7.5 The Purchaser shall give notice to the extent they were involved in Seller as soon as reasonably practicable (but no later than fifteen Business Days) after, based upon the investigation of notices given by the Company and its businessPurchaser to the Seller pursuant to subclause 7.4, the evaluation amount of all Warranty Claims as to which the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating Purchaser has provided a good faith estimate pursuant to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such informationsubclause 7.4 exceeds €5,000,000. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty 7.6 Any payment made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge Seller in respect of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each a breach of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives Purchaser (or as the Purchaser in good faith directs). Such payment shall include any omissions there from), except that the foregoing limitations shall not apply to any tax which would be due by reason of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4said payment.

Seller’s Warranties. 10.1 Each 6.1 Except as Disclosed, the Seller represents and warrants (garandeert, verklaart en xxxxx xx voor in) to Purchaser that: (a) each of the Sellers warrants to warranties included in Schedule 2 (the Buyers, in the terms of the Warranties at Warranties) is correct and complete and not misleading on the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior and will be on the Completion Date; (b) to the Completion Date best of Seller’s knowledge, the Seller is not aware of any material facts or circumstances, which are not disclosed to Purchaser and which would typically influence the decision of Purchaser to enter into the transaction against the terms and conditions in this Agreement; (ic) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed best of Seller’s knowledge, the Seller has disclosed all relevant information in connection with the Business and the Company to cure any breach of any Warranty made Purchaser and the Disclosed Information, whether it was disclosed by the Seller or the Company, was and still is correct and complete and not misleading on the Completion Date. (d) The Financial Statements as of the date Cut-off Date are attached hereto as Schedule 12. Except as set forth on Schedule 12 or in the notes to the Financial Statements, to the best of Seller’s knowledge, the Financial Statements (1) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered thereby and (2) fairly and accurately present the assets, liabilities (including all reserves) and financial position of the Company as of the respective dates thereof and the results of operations and changes in cash flows for the periods then ended. At the respective dates of the Financial Statements, to the best of Seller’s knowledge, there were no material liabilities of the Company, which, in accordance with generally accepted accounting principles, should have been shown or reflected in the Financial Statements or the notes thereto, which are not shown or reflected in the Financial Statements or the notes thereto. 6.2 The Seller acknowledges that Purchaser has entered into this Agreement in full reliance on the Warranties, Indemnities and other covenants contained herein and the Purchaser acknowledges that outside the scope thereof all other warranties, indemnities and covenants, whether express, implied or statutory, are excluded. 6.3 No due diligence investigations conducted by or on behalf of Purchaser and no facts or circumstances known to Purchaser, its officers or advisers at the time of execution of this Agreement or as the Completion Date will prejudice or mitigate Purchaser’s rights to claim under the Warranties and Indemnities, unless otherwise stated therein. The Warranties constitute an express allocation of risk between the Purchaser and the Seller to the effect that any Warranty being incorrect and incomplete or misleading is for the account and risk of Seller. For the avoidance of doubt, Seller hereby waives any rights under section 6:75 of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may beDutch Civil Code. 10.5 Where 6.4 If a Warranty is qualified by the expression term “so far as to the Sellers are aware”best of Seller’s knowledge” or words to that effect, that Warranty term shall be deemed to refer to the actual knowledge of the SellersSeller as per the date(s) the Warranty is given or the knowledge the Seller is deemed to have on the basis of due and careful consideration and diligent enquiry, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed enquiry in his capacity as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyersmanager/employee and/or, together with their Representativesas the case may be, have conducted their own independent investigation of the business shareholder of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none all employees of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as that reasonably would be expected to the accuracy or completeness of any have knowledge of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4relevant matters.

Seller’s Warranties. 10.1 Each 7.2.1. The Sellers warrant to the Buyer that each Warranty of the Sellers warrants to Sellers, set forth in Section 7.1.1 and Annex 3, is true, correct, accurate and not misleading on the BuyersSigning Date and, in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated except as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with , provided under Section 3.3.6, on the Disclosure LetterClosing Date, as if and made anew by reference to the extent facts and circumstances existing at the Closing, unless a certain Sellers’ Warranty is made as of specific date in which case it is true, correct and not misleading as of such specific date. 7.2.2. The Buyer agrees and confirms that the Buyers Sellers have made no, and the Buyer has not relied on any, express or implied, Sellers’ Warranties, except for the Sellers’ Warranties provided in Section 7.1.1 and Annex 3, and no act or omission by the Sellers shall be construed as constituting or implying any warranty of the directorsSellers, officersother than the Sellers’ Warranties. 7.2.3. The Parties acknowledge that: (a) the Buyer has relevant industry expertise as well as knowledge, employees and/or experience and external professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the support necessary for evaluation and investigation of the Company and its business, the evaluation acquisition of the Transaction and negotiation Sale Shares; and (b) the Buyer has entered into the Agreement on the basis of this Agreement, was aware or had notice at any time before the signature its own analysis of the Agreement of any information relating Company and not merely in reliance on the Sellers’ Warranties. Prior to the subject matter of Signing Date the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information.Buyer: 10.4 Following the execution of this Agreement but prior to the Completion Date (i) has performed (itself and/or with regard assistance of its professional consultants) the Due Diligence to Warranties listed in Clause 10.2 above the Sellers shall, and extent the Buyer deemed necessary to proceed with the transaction contemplated under the Agreement; and (ii) with regard to all other Warranties requested and obtained from the Sellers may supplement or amend Seller information on the Disclosure Letter to reflect matters or circumstances Company, which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be Buyer deemed to cure any breach of any Warranty made as be necessary for it to make a decision to purchase the Sale Shares under the terms and conditions of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 7.2.4. The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge Buyer acknowledges and agrees that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers do not give or make any Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, ’ Warranty whatsoever as to the accuracy or completeness of any of the documents forecasts, estimates, projections, statements of intent and statements of honestly expressed opinion provided to the Buyer on or other information prior the Signing Date. Without prejudice to the Sellers’ Warranties provided under the Agreement, the Sellers shall not be liable for any forecasts, predictions, evaluations and/or calculations related to the future of the Business, financial standing, profit, performance and/or prospects of the Company, as prepared by or on behalf of the Sellers or the Company (irrespective of how they are made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwiseBuyer), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each Seller acknowledges that the warranties and representations of Seller contained in this Agreement including the Sellers warrants warranties and representations contained in Section 4 (Warranties) are material inducements to the Buyers, in the terms of the Warranties at the date of Buyer to enter into this Agreement. 10.2 The Warranties contained in paragraphs 1 . All Warranties, and Buyer's right to 5assert a breach of them, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation shall survive execution of this Agreement, was aware or had notice at any time before Closing, and the signature execution and delivery of the Agreement of Closing documents. If, before Closing, Buyer discovers or is advised that any information relating to the subject matter of the Warranties was untrue when made, Buyer shall have the option to either (1) terminate this Agreement, without waiving any cause of action that could reasonably Buyer may be expected entitled to put assert against Seller by reason of the breach of the Warranty, or (2) continue this Agreement, waiving any cause of action that Buyer on notice may be entitled to assert against Seller by reason of the breach of the Warranty. If Buyer elects to terminate this Agreement, Buyer must notify Seller of such breach in light of the circumstanceselection prior to Closing. If Buyer shall fail to terminate this Agreement, then the Warranties Buyer shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be conclusively deemed to cure have waived at Closing any breach cause of action of which Buyer had knowledge. If, after Closing, Buyer discovers or is advised that any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties was untrue when made, then Buyer shall be construed as give Seller written notice within ten (10) days from the date it discovers or is advised of any such allegation(s) pertaining to the Warranties, and should Seller fail to acknowledge receipt by either denying such allegation(s) or acknowledging and proposing a separate and independent warranty and plan to remedy such problem(s) twenty (except where this Agreement provides otherwise20) shall not be limited days thereafter, Buyer may pursue any remedy available to Buyer at law or restricted in its scope equity by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation reason of the business breach of the Companysuch Warranty. In entering into this Agreement, the Parties acknowledge Seller warrants and represents to Buyer that the Buyers following matters are relying on the Warranties set forth in Schedule 3 of this Agreement, true and the Buyerscorrect. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each of the Sellers (1) The Seller warrants to the Buyers, in the terms of the Warranties at the date of this Agreementagreement to the Purchaser in the terms set out in Schedule 5. 10.2 (2) The Purchaser acknowledges and agrees that: (a) the Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 are the only warranties or other assurances of Schedule 3 are made any kind given by or on behalf of the date hereof and are repeated as Seller or any other member of the Completion Date Seller's Group and on which the Purchaser may rely in entering into this agreement; (b) no other statement, promise or forecast made by or on behalf of the Seller or any other member of the Seller's Group may form the basis of, or be pleaded in connection with, any claim by the SellersPurchaser under or in connection with this agreement; all other and (c) any claim by the Purchaser or any person deriving title from it in connection with the Warranties (a "Warranty Claim") shall be subject to the following provisions of this clause. (3) The Seller acknowledges and agrees with the Purchaser (in the case of subclause (d) below, the Purchaser contracting hereunder as trustee on behalf of the Employees) that: (a) the Purchaser is entering into this agreement in reliance upon each of the Warranties and the Warranties are made exclusively as given with the intention of inducing the Purchaser (which has been so induced) to enter into this agreement; (b) each of the date hereofWarranties are separate and independent and (save as expressly provided in this agreement or the Disclosure Letter) shall not be limited by reference to any other Warranty or anything in this agreement; (c) the Warranties shall remain in full force and effect notwithstanding Completion; and (d) if any claim is made against it in connection with the Warranties it will not make any claim against any Employee on whom it may have relied before agreeing to the terms of this agreement or in preparing the contents of the Disclosure Letter; and (e) (save only as fairly disclosed in the Disclosure Letter as provided in subclause (5)(a) below), the Warranties shall not be diminished or in any way affected by any investigation made by the Purchaser into the affairs or assets of the Business prior to the signing of this agreement or by its knowledge of information it may have received or been given or of which it has actual or implied or constructive notice in each case prior to the signing of this agreement. 10.3 (4) The liability of the Seller in respect of claims under the Warranties are qualified by matters shall be limited as follows: (a) the Purchaser shall not be entitled to recover any damages in respect of any breach or breaches of the Warranties except to the extent that the amount of damages in respect of such breach or breaches exceeds in aggregate the sum of (pound)250,000 and in which case the Purchaser shall only be entitled to recover the excess; and (b) the maximum aggregate liability of the Seller in respect of all and any Warranty Claims and all and any claims under the Environmental Indemnity shall not exceed the amount of the Consideration as adjusted under clause 7(7). (5) The Purchaser shall not be entitled to make any Warranty Claim: (a) in respect of anything fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and ; (b) to the extent that the Buyers claim would not have arisen but for a change in legislation made after the date of this agreement (whether relating to taxation, rates of taxation or otherwise) or the withdrawal of any of extra-statutory concession previously made by the directors, officers, employees and/or professional advisers of Inland Revenue or other taxing authority (whether or not the Buyers respectively its Affiliates, change purports to be effective retrospectively in whole or in part); (c) to the extent they were involved that the claim arises as a result of any change after Completion in the investigation accounting bases, policies or practices upon which the Business values its assets or computes its profits; (d) to the extent that the claim arises directly or indirectly as a result of any voluntary act or omission of any member of the Company and its business, Purchaser's Group after Completion otherwise than in the evaluation ordinary course of the Transaction and negotiation of this Agreement, was aware or had notice at any time before Business where the signature member of the Agreement Purchaser's Group knew or ought reasonably to have known that such act or omission would give rise to the liability in question; or (e) to the extent of any amount for which provision or allowance for the matter or liability which would otherwise give rise to the claim in question has been made in the Statement of Net Assets Transferred (or paid or reimbursed by the Seller under clause 7(11)). (6) If the Purchaser becomes aware of a matter which it reasonably considers might give rise to a Warranty Claim the Purchaser shall give notice of the relevant facts to the Seller as soon as reasonably practicable and in any event within 30 days of the Purchaser becoming aware of those facts and if the Warranty Claim in question is as a result of or in connection with a liability or alleged liability to a third party: (a) the Purchaser shall make no admission of liability, agreement, settlement or compromise with any third party in relation to any such liability or alleged liability without the prior written consent of the Seller (such consent not to be unreasonably withheld or delayed) and (subject to first being indemnified to the Purchaser's reasonable satisfaction against all costs and any losses or liability thereby resulting or incurred) shall take such action to avoid, dispute, resist, appeal, compromise or contest the liability as may reasonably be requested by the Seller (save where such action would reasonably be expected to be materially prejudicial to the Business), and the Seller (subject to first indemnifying the Purchaser as aforesaid in this sub-paragraph (a)) shall be entitled to have the conduct of any appeal, dispute, compromise or defence of the dispute and of any incidental negotiations but at the Seller's expense; and (b) the Purchaser shall make available to the Seller such persons and all such information relating to the subject matter Business as the Purchaser may possess or control as the Seller may reasonably require for avoiding, disputing, resisting, appealing, compromising or contesting any such liability. (7) The Seller shall cease to have any liability under or in respect of the Warranties on the date which is 18 months after the date of this agreement except in respect of a Warranty Claim of which the Purchaser gives notice to the Seller before that could date and in accordance with subclause (6) above but, unless the Seller shall have assumed conduct of the claim in question in accordance with the above provisions, the liability of the Seller in respect of any Warranty Claim shall absolutely terminate if proceedings in respect of it have not been commenced within thirty months of Completion. (8) If the Seller has made a payment to the Purchaser in respect of, or relating to, any claim under the Warranties (the "Damages Payment") and the Purchaser has a right of reimbursement or recovery against any other person including any insurer under an insurance policy in respect of or relating to that claim, the Purchaser shall notify the Seller within a reasonable period of that fact and shall (save where such action would reasonably be expected to put be materially prejudicial to the Buyer on notice Business) take all reasonable steps or proceedings to enforce (and procure the enforcement of) such right but in which case the period of thirty months from Completion referred to in subclause (7) above shall not start to run until the Purchaser has taken all such breach steps and, in light the event that the Purchaser shall be reimbursed or recover any amount, the Purchaser shall immediately pay to the Seller an amount equal to the lesser of the circumstances, then amount reimbursed or recovered (less any Taxation thereon and any reasonable costs of recovery or any increase in insurance costs (which shall include the Warranties loss of any deductible or excess as well as any increased premium) which are directly referable to the Purchaser claiming under that insurance policy in respect of the loss giving rise to such claim) and the Damages Payment. The Seller shall not require the Purchaser to take any such steps or proceedings against any insurer unless the Purchaser is reasonably satisfied that such increase in insurance costs referred to above which are directly referable to the Purchaser claiming under the insurance policy would not exceed the amount to be qualified reimbursed or recovered from the insurer (after reduction by such informationany estimated Taxation thereon and any other reasonably likely reasonable costs of recovery). 10.4 Following the execution of (9) The Purchaser shall not be entitled to rescind this Agreement agreement in any circumstances other than under clause 5(4) or clause 12(3), but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights provisions of clause 4. (10) None of the Buyers to claim for any breach of Warranty made as at limitations on the date of this Agreement or as liability of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty Seller set out in this clause shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any Warranty Claim in the case of fraud or deliberate concealment on the part of the Sellers insofar Seller or Glynwed or (save to the extent and as provided in clause 27) to the liability of the Seller under any such Seller makes the specific Warranties, set forth in Schedule 3 other provisions of this Agreement, subject always to the limitations and restrictions contained in Schedule 4agreement. (11) The provisions of this clause shall have effect notwithstanding any other provisions of this agreement.

Seller’s Warranties. 10.1 Each of 7.1 Subject to clauses 7.3, 7.4 and 8, the Sellers Seller warrants to the Buyers, in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as agreement in the terms of the Completion Date, as the case may beWarranties. 10.5 Where a 7.2 The Fundamental Warranties and ABC Warranties shall be deemed to have been repeated immediately prior to Completion by reference to the facts and circumstances then subsisting. 7.3 To the extent any Warranty is qualified by relates to any Joint Venture Company (excluding any Joint Venture Companies in which the expression Target Group owns in excess of 59% of the issued share capital of the relevant Joint Venture Company), such Warranty shall be deemed to be given only “so far as the Sellers are Seller is aware”, that Warranty ” and the Seller shall be deemed to refer have no liability to the actual knowledge Buyer under such Warranty (to the extent it relates to such Joint Venture Company) in respect of any fact, matter or circumstance of which it is was not aware at the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries theretodate of this agreement. 10.6 7.4 Each of the Warranties shall be construed as a separate and independent warranty Warranty and (except where this Agreement provides otherwisesave as expressly provided to the contrary) shall not be limited or restricted in its scope by reference to or inference from the terms of any other term Warranties provided that the only Warranties given in respect of: (a) Tax are those Warranties contained in paragraphs 2.3, 4 and 6 of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation schedule 5 and all of the business other Warranties shall be deemed not to apply to, or be given in relation to, Tax matters; (b) matters in any way relating to employees, retiree welfare arrangements and pensions and related benefit matters are those Warranties contained in paragraphs 4, 5(a), 8, 9 or 13 of schedule 5 and all of the Company. In entering into this Agreementother Warranties shall be deemed not to apply to, or be given in relation to, such matters; (c) the Real Property are those Warranties contained in paragraphs 4, 5(a), 8, 9 or 14 of schedule 5 and all of the other Warranties shall be deemed not to apply to, or be given in relation to, the Parties acknowledge Real Property or property-related matters; and (d) matters relating to the environment, Environmental Laws and Environmental Permits are those Warranties contained in paragraphs 2 (to the extent that the Buyers are relying on the Warranties set forth there is any Encumbrance in Schedule 3 favour of this Agreementa Governmental Authority due to breach of Environmental Laws), 4, 5(a), 8, 9 or 15, of schedule 5 and the Buyers. 10.7.1 acknowledge that none all of the Sellersother Warranties shall be deemed not to apply to, the Company or any of their respective shareholders or Representatives makes or has made any representation or warrantybe given in relation to, either express or implied, as matters relating to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agreeenvironment, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations Environmental Laws and restrictions contained in Schedule 4Environmental Permits.

Seller’s Warranties. 10.1 12.1 Each of the Sellers warrants warrant, on a several and not joint basis, to the Buyers, in the terms Purchaser that each of the Sellers’ Fundamental Warranties at is true and accurate in all respects on the date of this Agreement, at Closing and, save for the last sentence in Sellers’ Fundamental Warranty 2.1, on each of the Step-In Closings, in each case, in respect of himself, herself or itself and the Company Shares held by him, her or it only. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made 12.2 Each of the date hereof Sellers warrant, on a several and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliatesnot joint basis, to the extent they were involved in the investigation Purchaser that each of the Company Sellers’ Investment Warranties is true and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach accurate in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made respects as of the date of this Agreement and at Closing in each case, in respect of himself, herself or as itself only. 12.3 Each of the Completion DateManagement Sellers warrants, as on a several and not joint basis and on behalf of all of the case may be. Absent fraud or willful concealmentSellers, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights Purchaser that each of the Buyers Sellers’ Operational Warranties (as if references to claim for any breach of Warranty made as at “Sellers” were references to “Management Sellers”) is true and accurate in all respects on the date of this Agreement or as of the Completion Date, as the case may beand at Closing. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 12.4 Each of the Warranties shall be construed as a separate Sellers and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of Management Sellers severally acknowledges that the Company. In Purchaser is entering into this Agreement, Agreement on the Parties acknowledge basis of and in reliance on the Warranties. It is specifically stated and agreed that the Buyers are relying on the Warranties set forth in Schedule 3 of this AgreementSellers have not made, and the Buyers. 10.7.1 acknowledge that none Purchaser has not relied on, any other expressed or implied warranties than the Warranties (which exclude, for the sake of clarity, all other expressed or implied warranties, whether statutory or otherwise). Without limiting the generality of the Sellersforegoing, the Sellers have not made any warranty to the Purchaser with respect to, and assume no liability towards Purchaser based on, any financial or other projection, forecast, or estimate of any future development or event (including any general market information or market development, matter of opinion, evaluation, assessment of business potential, anticipated future performance, prospects, or similar matter) relating to the Company or any of their respective shareholders the Business, whether or Representatives makes or has made any representation or warrantynot such projection, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made availableforecast, or statements made (including in materials furnished estimate has been included in the Data Room, in presentations by . 12.5 The Sellers shall not be liable under the Company’s management or otherwise), Warranties to the Buyers or any of their Representatives (or any omissions there from), except extent that the foregoing limitations facts, matters, events or circumstances which cause the Warranties to be untrue or inaccurate were Disclosed (save for the Sellers’ Fundamental Warranties which may not be Disclosed against) but in all other circumstances the Purchaser shall not apply be entitled to claim that any of the Warranties has been breached notwithstanding that the Purchaser knew, or should have known, or could have discovered the fact of such breach or inaccuracy on or before Closing other than by reason of it being Disclosed. 12.6 Each of the Sellers insofar severally undertakes to notify the Purchaser of circumstances of which they become aware prior to the Closing which had occurred prior to the date of this Agreement and which they are aware constitutes a breach of the Sellers’ Fundamental Warranties as soon as reasonably practicable upon becoming aware of the same. Each of the Management Sellers severally undertakes to notify the Purchaser of circumstances of which they become aware prior to the Closing which had occurred prior to the date of this Agreement and which they are aware constitutes a material breach of the Sellers’ Operational Warranties and which would be expected to have a material adverse effect on the Business, taken as a whole, as soon as reasonably practicable upon becoming aware of the same. The Sellers’ obligations under this Clause 12.6 shall expire on the Closing. For the avoidance of doubt, any breach by a Seller of its undertakings in this Clause 12.6 shall not result in any liability of such Seller makes that would exceed in any respect (or otherwise increase) the specific Warranties, set forth in Schedule 3 liability that would result from the underlying breach of this Agreement, subject always the Warranty with respect to which a Seller has undertaken to notify the limitations and restrictions contained in Schedule 4Purchaser hereunder.

Seller’s Warranties. 10.1 Each of the Sellers 5.1 The Seller represents and warrants to the Buyers, Buyer in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 5.2 The Warranties are qualified by matters the facts and circumstances specifically and fairly disclosed in this Agreement, the Disclosure Letter. In addition to Schedules thereto or disclosed in a document specifically referenced in such Schedules, provided that any specific matter disclosed in a Schedule hereto or a document specifically referenced in such Schedules in relation to a particular warranty will be deemed to be specifically disclosed in accordance with against any of the Disclosure Letter, if and other Warranties solely to the extent that it is evident on the Buyers or any face of the directorsmatter or document referenced in such schedule that it would relate to another warranty. For the purpose of this clause 5.2, officers"evident" means a matter fully and fairly disclosed in a Schedule or document. 5.3 No other knowledge relating to a Group Company (actual, employees and/or professional advisers constructive or imputed) prevents or limits a claim made by the Buyer for breach of clause 5.1. 5.4 The Seller undertakes not to make any claim against a Group Company or a director, officer or employee of a Group Company which it may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice provided by a Group Company or a director, officer or employee of a Group Company for the Buyers respectively its Affiliatespurpose of assisting the Seller to make a representation or give a Warranty. Notwithstanding the foregoing, neither the Seller nor Take-Two is precluded from making a claim against any such officer, director or employee if such claim is for a breach of a representation or warranty in the Stock Purchase Agreement given to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware Seller or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such informationTake-Two. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a 5.5 Each Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty independently and (except where this Agreement provides otherwise) shall otherwise including, without limitation, the provisions of clause 8) is not be limited by a provision of this Agreement or restricted in its scope by reference to or inference from any other term of another Warranty or this AgreementWarranty. 10.7 5.6 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering Buyer acknowledges that it does not rely on and has not been induced to enter into this Agreement, the Parties acknowledge that the Buyers are relying Agreement on the Warranties basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than those expressly set forth out in Schedule 3 of this Agreement, Agreement and the Buyers. 10.7.1 acknowledge Schedules thereto and acknowledges that none of the SellersSeller, the each Group Company or any of their respective shareholders agents, officers or Representatives makes or has made employees have given any representation or warrantysuch warranties, either express or impliedrepresentations, as to the accuracy or completeness of any of the documents covenants, undertakings, indemnities or other information provided or made available statements save for the covenants relating to competition with Pixel given by certain key employees of Pixel (but for which the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives Seller shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwiseno responsibility), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each Any Warranties that are qualified by the knowledge, belief or awareness of the Sellers warrants to Seller shall mean the Buyersactual (but not constructive or imputed) knowledge, belief or awareness of the Senior Managers (having made all reasonable enquiries of such other Senior Managers), provided, that, in the terms event of any breach or claim with respect to the Warranties at Warranties, such individuals shall not incur any liability under the date Agreement on the basis of this Agreementtheir responses to such enquiry. 10.2 The Warranties contained in paragraphs 1 Seller warrants to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made the Purchasers as of the date hereof Execution Date and are repeated as of the Completion Date that: (a) The Seller and the Group Companies are companies duly incorporated and validly existing under laws of the Cayman Islands and each of the Group Companies have full corporate power and authority to carry on its business as it is now being conducted and to own the assets it now owns. (b) The Seller has full power and authority to enter into and perform this Agreement and the Seller has full power and authority to enter into and perform the other Transaction Documents to which it is a party and all other documents executed by the Sellers; all other Warranties Seller which are made exclusively as to be delivered at Completion (together, the “Documents”), each of which constitutes (when executed) legal, valid and binding obligations of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed Seller in accordance with its respective terms. (c) The execution, delivery and performance by the Disclosure Letter, if and to the extent that the Buyers or any Seller of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement Documents will not constitute a breach of any information relating to the subject matter laws or regulations in any relevant jurisdiction or result in a breach of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date or constitute a default under (i) with regard to Warranties listed in Clause 10.2 above any provision of the Sellers shall, memorandum and articles of association of the Seller; (ii) with regard any order, judgment or decree of any court or governmental authority by which the Seller, or the Company is bound; or (iii) any agreement or instrument to all other Warranties which the Sellers may supplement Seller or amend any Group is a party or by which it is bound. (d) The Seller and any the Disclosure Letter Group Company are not insolvent or unable to reflect matters pay its debts within the meaning of the Insolvency Xxx 0000 (or circumstances which have arisen after under the date hereofinsolvency laws of any applicable jurisdiction) or has stopped paying debts as they fall due. No supplement order has been made, petition presented or amendment to resolution passed for the Disclosure Letter shall be deemed to cure any breach of any Warranty made as winding up of the date of this Agreement Seller or as any Group Company. No administrator or any receiver or manager has been appointed by any person in respect of the Completion Date, as the case may be. Absent fraud Seller or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Group Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers all or any of its Representatives, 10.7.2 agree, or their assets and no steps have been taken to the fullest extent permitted by law, that none of the Sellers, the Company, initiate any of their shareholders or Representatives shall such appointment and no voluntary arrangement has been proposed. The Seller and any Group Company have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply become subject to any analogous proceedings, appointments or arrangements under the laws of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4applicable jurisdiction.

Seller’s Warranties. 10.1 Each 9.1.1 Subject to the remaining provisions of the Sellers this Clause 9 and to Clauses 10 and 11, Seller represents and warrants to Purchaser that Seller’s Warranties are true and correct as at Signing. 9.1.2 Subject to the Buyers, in the terms of the Warranties at the date remaining provisions of this Agreement. 10.2 The Clause 9 and to Clauses 10 and 11, Seller further represents and warrants to Purchaser that Seller’s Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 will also be true and 18 of Schedule 3 are made of correct at Closing on the date hereof and are Closing Date as if they had been repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and at such Closing (except to the extent any Seller’s Warranty speaks as of a specific date, in which case such Seller’s Warranty will be true and correct at such date). 9.1.3 Each Seller’s Warranty applies only to the subject expressly referred to therein. Without detracting from the generality of the foregoing, the only Seller’s Warranties given: (a) in respect of the Properties are those contained in Paragraphs 5, 7 and 9 of Schedule 15 (Part 1) and all other Seller’s Warranties shall be deemed not to be given in respect of the Properties; (b) in respect of Intellectual Property are those contained in Paragraphs 6, 7 and 9 of Schedule 15 (Part 1) and all other Seller’s Warranties shall be deemed not to be given in respect of Intellectual Property; (c) in respect of employment and pension matters are those contained in Paragraphs 7, 8 and 9 of Schedule 15 (Part 1) and all other Seller’s Warranties shall be deemed not to be given in respect of such matters; (d) in respect of the Environment, Environmental Laws and Environmental Permits, are those contained in Paragraphs 9 and 10 of Schedule 15 (Part 1) and all other Seller’s Warranties shall be deemed not to be given in respect of the Environment; (e) in respect of anti-trust, fair trading, dumping, state and consumer protection or similar matters are those contained in Paragraphs 7, 9 and 11 of Schedule 15 (Part 1) and all other Seller’s Warranties shall be deemed not to be given in respect of such matters; and (f) in respect of Tax matters are the Tax Warranties and all other Seller’s Warranties shall be deemed not to be given in respect of such matters. 9.1.4 Purchaser acknowledges and agrees that Seller makes no representation or warranty as to the Buyers accuracy of any forecasts, estimates, projections, statements of intent or statements of opinion howsoever provided to Purchaser or any of its Representatives at or prior to Signing. Purchaser acknowledges that no representations or warranties, express or implied, have been given or are given other than the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such informationSeller’s Warranties. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any 9.1.5 Any Seller’s Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are Seller is aware”, that Warranty ” or any similar expression shall be deemed to refer to the actual knowledge of any individual whose name is set out in Schedule 15 (Part 3), who shall be deemed to have knowledge of such matters as such individual would have discovered, had such individual made reasonable enquiries within the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries theretoGroup and Seller’s Group. 10.6 Each 9.1.6 The applicability of article 7:17 of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this AgreementNetherlands Civil Code is hereby excluded. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each 7.1 The Sellers represent and warrant to the Purchaser that the statements set out in Schedule 2 (the “Sellers’ Representations and Warranties”) are true and accurate on the Signing Date or on any such earlier date as of which any Sellers’ Representation or Warranty is expressly made. 7.2 The Sellers represent and warrant to the Purchaser that the Sellers’ Representations and Warranties shall be true and accurate in all material respects on the Closing Date or on any such earlier date as of which any Sellers’ Representation or Warranty is expressly made. 7.3 Without prejudice to Clause 25.1 and 25.2, the Sellers’ Representations and Warranties are the only representations or assurances of any kind given by or on behalf of the Sellers warrants and collectively and exhaustively reflect characteristics that the Purchaser may reasonably expect the Shares, the Group and its business to have. The Purchaser acknowledges and agrees that it has not entered into this Agreement in reliance on any representation or warranty other than the Sellers’ Representations and Warranties and other than with respect to the BuyersSellers’ Representations and Warranties waives to the fullest extent possible or permitted under any applicable Law all rights and remedies which might otherwise be available to it in respect of any such representations, in warranties, other assurances, statements, promises or forecasts (whether written or oral). 7.4 In no event are any representations or warranties, express or implied, given by the terms Sellers with respect to forecasts, plans, expectations, the feasibility of any business plans or the future development of the Warranties at business of any Group Company and, more broadly, to any fact, circumstance or event dated after the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 Signing Date (other than with respect to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made the accuracy of the date hereof Sellers’ Representations and are repeated Warranties as of the Completion Closing Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall7.2), and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the such earlier date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge which any of the Sellers’ Representations and Warranties is expressly made, irrespective of whether these have been explicitly included in any disclosed document or information. 7.5 The Purchaser acknowledges and agrees that it has performed, with the assistance of professional advisors, an extensive due diligence investigation with respect to the Shares, the Other ParticipantsGroup Companies and their respective businesses, Ixxx Xxxxxactivities, Ixxxx Xxxxxxxoperation, Vxxxxxxxxx Gnasevichassets, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each liabilities and financial condition during the period from 8 November 2017 until the Signing Date on the basis of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to by the Buyers or any Sellers and their advisers - amongst others - by way of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished data room documents in the Data Room, management presentations and expert calls and the related Q&A process (the “Due Diligence Investigation”). The Purchaser acknowledges that the Due Diligence Investigation was in presentations a form, scope and substance to the Purchaser’s satisfaction and that it has raised with the Sellers any and all specific issues which it considered relevant in connection with the transactions contemplated by this Agreement and obtained satisfactory answers from the Sellers on all its queries. 7.6 The information contained in the Data Room (an index of which is included in Schedule 3), this Agreement including the Schedules hereto, the Information Memorandum and the written answers to questions raised by the Company’s Purchaser and its advisors (copies of which are also included in Schedule 3), any other information made available to the Purchaser and its advisors in writing, in interviews, in process letters, in (management or otherwise)other) presentations (written records of these interviews; process letters and (management or other) presentations are also included in Schedule 3) or in any other form, to and all other information which is in the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any public domain in each case as of the Sellers insofar as any such Seller makes date hereof shall together be considered the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to disclosed information (the limitations and restrictions contained in Schedule 4“Disclosed Information”).

Seller’s Warranties. 10.1 Each The following representations and warranties of Seller shall survive the Closing for a period of three (3) months. (a) The legal description of the Sellers warrants Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company. (b) Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the BuyersProperty to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Bill of Sale, in the terms form and substance xxxsonably satisfactory to Buyer, free and clear of the Warranties at the date of all liens and encumbrances, except as provided in this Agreement. 10.2 The Warranties contained in paragraphs 1 (d) Seller will not interfere with Buyer's opportunity to 5hire Seller's on-site employees who work at the Property, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and 18 no earlier than 10 days before closing. Buyer will make no efforts to hire any of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereofSeller's off-site employees whatsoever. 10.3 The Warranties are qualified by matters fairly disclosed in (e) Seller shall be responsible for and shall indemnify Buyer from, (and Buyer shall not assume the Disclosure Letter. In addition to obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any specific matter disclosed benefit programs or deemed to be disclosed in accordance with the Disclosure Letteragreements, if severance pay obligations and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement other related employee costs arising as a result of any information relating events, acts (or failures to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but act) prior to the Completion Closing Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment respect to the Disclosure Letter shall be deemed Property at which such persons are employed, whether or not disclosed on the schedules to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation (f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the business Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the CompanyProperty assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property. (g) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration of Buyer's due diligence period through the Closing Date. (h) Seller agrees to continue its standard leasing practices and advertising through the Closing Date, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits , and customary concessions, if any. (i) The property is being sold to Buyer in "as is" condition; however, Seller warrants that all occupied units will have appliances and mechanical systems in working condition at closing. In entering into this Agreementaddition, Seller agrees to respond to normal work orders in the Parties acknowledge that ordinary course of business through closing. To the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none best knowledge of the Sellersprincipal of Seller, Joseph M. Jayson, without independexx xxxxxxxxxxxxx, there are no major structural or mechanical problems at the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4Property.

Seller’s Warranties. 10.1 Each of the Sellers 5.1 The Seller represents and warrants to the Buyers, Purchaser in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained set out in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 Part A.1 of Schedule 3 are made of the date hereof 3.1 and are repeated that, save as of the Completion Date by the Sellers; otherwise stated in this agreement and subject to all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters and circumstances fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any each of the directors, officers, employees and/or professional advisers of statements set out in Schedule 3 Part A.2 to N (inclusive) to this agreement (the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company "Warranties") is true and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made accurate as at the date of this Agreement agreement and the Seller acknowledges that the Purchaser has entered into this agreement in reliance upon the Warranties. The Purchaser agrees that no warranty, representation, undertaking or as of indemnity, or any other contractual obligation or otherwise is made or given by the Completion Date, as Seller to either the case may bePurchaser or its Affiliates in relation to LPC. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 5.2 Each of the Warranties shall be construed as a separate and independent warranty and no Warranty shall limit the scope or construction of any other Warranty or any other provision of this agreement. 5.3 The Purchaser acknowledges and agrees that: (i) save as may be set out in this agreement or in the Implementation Agreements, except where for the Warranties and in relation to an allegation of fraud, no statement, promise or forecast made by or on behalf of the Seller or any member of the Seller's Group may form the basis of, or be pleaded in connection with, any claim by the Purchaser under or in connection with this agreement or the Implementation Agreements; and (ii) any claim by the Purchaser or any person deriving title from it in connection with the Warranties shall be subject to the following provisions of this Clause. 5.4 The liability of the Seller in respect of any breach of the Warranties (a "WARRANTY CLAIM") or the indemnities contained in this agreement shall be governed by the terms of the Americas Liability Agreement provides otherwise) except as expressly provided therein. 5.5 The liability of the Seller under or in respect of a Warranty Claim shall also be limited in respect of any liability which is contingent, unless and until such liability becomes an actual liability and is due and payable provided that the Purchaser shall not be limited prohibited from bringing a Warranty Claim pending such liability becoming due and payable. 5.6 The Purchaser acknowledges and agrees that: (i) no liability shall attach to the Seller by reason of any breach of any of the Warranties or restricted any indemnities contained in its scope this agreement to the extent that the loss including all relevant costs and expenses has been recovered by reference to the Purchaser under Schedule 5 or inference from any other term of another Warranty this agreement or this Agreementany other document referred to herein and accordingly the Purchaser may only recover once in respect of the same loss; and (ii) in calculating the liability of the Seller for any breach of the Warranties there shall be taken into account the amount by which any Taxation for which the Purchaser is now or in the future accountable or liable to be assessed is reduced or extinguished as a result of the matter giving rise to such liability. 10.7 5.7 The Buyers, together with their Representatives, have conducted their own independent investigation Purchaser shall not be entitled to make any Warranty Claim: (i) to the extent that the claim arises as a result only of any change after Completion in the accounting bases upon which the Company values its assets or computes its profits or arises as a result of the business taxation or accounting policies, bases or practices of the Company. In entering into Purchaser being different to those adopted or used in preparing the Accounts; or (ii) to the extent that the matter which constitutes the claim was specifically consented to in writing by the Purchaser in the knowledge that such matter would give rise to such Warranty Claim. 5.8 The Purchaser shall not be entitled to rescind or terminate this Agreementagreement after Completion in any circumstances provided that nothing in this sub-Clause shall exclude or limit any right to rescind or terminate for fraud. 5.9 Save as otherwise provided in this agreement, the Parties acknowledge Seller shall not be liable in respect of any Warranty Claim to the extent that the Buyers are relying on liability of the Seller in respect thereof is incurred or increased as a result of any legislation not brought into force at the date of this agreement or as a result of any change in or repeal of legislation hereafter or as a result of the introduction or cessation of or change in the published practice of any taxation authority after the date of this agreement. 5.10 The Purchaser shall not be entitled to make any claim in respect of any breach or alleged breach of the Warranties set forth to the extent that: (i) the facts, matters or circumstances giving rise thereto (in Schedule 3 respect of which any such claim or alleged claim arises) have been fairly disclosed in the Disclosure Letter; or (ii) such claim arises or is incurred as a result of any voluntary act or omission of the Purchaser or any Affiliate of the Purchaser after the date of this Agreement, and agreement other than any such act or omission which is in the Buyers. 10.7.1 acknowledge that none ordinary course of the Sellers, business or is required by law or is pursuant to a legally binding commitment of the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any member of the documents Seller's Group created or other information provided or made available to the Buyers or any entered into before Completion. 5.11 The provisions of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives this Clause 5 shall have effect notwithstanding any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 other provisions of this Agreement, subject always to the limitations and restrictions contained in Schedule 4agreement.

Seller’s Warranties. 10.1 9.1 Each of the Sellers warrants warrants, on a several basis, to the BuyersPurchaser that each of the Fundamental Warranties at paragraphs 1.1 to 1.4 and 2.1 of Part 1 of Schedule 4 is true, accurate and not misleading on the date of this Agreement, in each case, in respect of himself or itself and the terms Relevant Sale Shares held by him or it only. 9.2 Each of the Sellers warrants, on a several basis, to the Purchaser that each of the Fundamental Warranties at paragraphs 2.2 to 2.7 of Part 1 of Schedule 4 is true, accurate and not misleading on the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made 9.3 Each of the date hereof and are repeated as Management Sellers warrants, on a several basis, to the Purchaser that each of the Completion Date by Management Warranties (as if references to “Sellers” were references to “Management Sellers”) is true, accurate and not misleading on the Sellers; all other date of this Agreement. 9.4 The Sellers shall not be liable under the Warranties are made exclusively as to the extent that the facts, matters, events or circumstances which cause the Warranties to be untrue, inaccurate or misleading were Disclosed in the Disclosure Letter. 9.5 Without prejudice to Clause 9.4, the Purchaser shall be entitled to claim that any of the date hereofWarranties has been breached, is untrue or is misleading notwithstanding that the Purchaser knew (or could have discovered) the fact, matter, event or circumstance giving rise to such breach or inaccuracy on or before Completion other than by reason of it being Disclosed. 10.3 The Warranties are qualified by matters fairly disclosed 9.6 If any Warranty Claim is made, save in the event of fraud, no Seller or Management Seller shall make any claim against any Group Company or any Group Employee or Agent of the Group (each a “Relevant Person”) on whom it may have relied before agreeing to any provisions of this Agreement or authorising any statement in the Disclosure Letter. In addition This Clause 9.6 shall not preclude any Seller or Management Seller from claiming against any other Seller under any right of contribution or indemnity to any specific matter disclosed or deemed to which he may be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any entitled. 9.7 Each of the directors, officers, employees and/or professional advisers Sellers severally undertakes to notify the Purchaser of the Buyers respectively its Affiliates, to the extent anything of which they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was become aware or which had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but occurred prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as and which they are aware constitutes a breach of the Completion Date, Fundamental Warranties as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights soon as reasonably practicable upon becoming aware of the Buyers same. Each of the Management Sellers severally undertakes to claim for any breach notify the Purchaser of Warranty made as at anything of which they become aware which had occurred prior to the date of this Agreement or as and which they are aware constitutes a material breach of the Completion Date[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Management Warranties as soon as reasonably practicable upon becoming aware of the same. The Sellers' obligations under this clause 9.7 shall expire on the date which is 18 months from the date of this Agreement. 9.8 Each of the Sellers and the Management Sellers severally undertakes to irrevocably waive any right and claim which it may have against a Group Company or any present or past Agent of a Group Company arising in connection with this Agreement or any other Transaction Document, as save in the case may beof fraud. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 9.9 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides unless expressly provided otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or by anything in this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation 9.10 Without restricting the rights of the business of Purchaser or its ability to claim damages on any basis and subject to Schedule 5 (Sellers’ Limitations on Liability), in the Company. In entering into this Agreement, the Parties acknowledge event that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents Warranties are untrue, inaccurate or other information provided or made available misleading, the relevant Sellers covenant to pay on demand to the Buyers or any of its Representatives, 10.7.2 agreePurchaser or, at the Purchaser’s direction, the relevant Group Company, an amount equal to the fullest extent permitted aggregate of: (a) the amount by lawwhich the value of all assets, that none contracts and profits of any Group Company is less than their value would have been; and (b) the Sellers, amount of any Losses or increase in Losses of any Group Company which would not have been incurred; and (c) all other Losses which would not have been incurred (whether directly or indirectly) by the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data RoomPurchaser, in presentations by each case had the Company’s management relevant Warranty not been untrue, inaccurate or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4misleading.

Seller’s Warranties. 10.1 Each of the Sellers 9.1.1 The Seller warrants to the Buyers, in the terms Purchaser that each of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made is as at the date of this Agreement or as of the Completion Date, as the case may betrue and accurate. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer 9.1.2 The Seller further warrants to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each Purchaser that each of the Warranties will be true and accurate at Closing as if they had been repeated at Closing and on the basis that any express or implied reference in any such Warranty to the date of this Agreement shall be construed as considered a separate and independent warranty and (except where reference to the Closing Date; provided that the Seller may, prior to the Closing Date, give notice to the Purchaser of any matter, fact, event or circumstance which has arisen or become known after the date of signing this Agreement provides otherwise) shall not be limited or restricted in its scope by reference and which would otherwise qualify the Warranties given as at the Closing Date without prejudice to or inference from the ability of the Purchaser to make a Warranty Claim. 9.1.3 The liability of the Seller under the Warranties and any other term provision of another this Agreement shall be subject to the limitations and other provisions set out in Schedule 6 or Schedule 7, as applicable. 9.1.4 Save in the case of fraud by the Seller in the making thereof and except in relation to the Fundamental Warranties, the Purchaser’s sole recourse in respect of any Warranty Claim is against the W&I Insurance Policy. If there is any conflict or other inconsistency between this Clause 9.1.4 and any other provision of this Agreement or any other Transaction Document, this Clause 9.1.4 prevails. 9.1.5 The W&I Insurance Policy shall expressly provide that the insurer shall have no rights via subrogation against the Seller, save in respect of the Seller’s fraud in the making of the Warranties. 9.1.6 The Purchaser acknowledges and confirms for the benefit of the Seller, its Affiliates and each of the foregoing person’s advisors that: (a) except for the Warranties, (i) neither the Seller nor any of its Affiliates nor any other person (whether or not a party to this Agreement and whether or not authorized by the Seller or any its Affiliates) make, or have made, any representations and/or warranties, express or implied, at law and/or in equity, relating to the Shares, itself, any Group Company and/or any of their respective businesses, assets, liabilities, operations, including with respect to merchantability and/or fitness for any particular purpose and/or otherwise in connection with the Transaction and/or the other transactions contemplated by this Agreement. 10.7 The Buyers, together with their Representatives(ii) the Purchaser is not relying on, have conducted their own independent investigation of the business of the Company. In entering nor has it been induced to enter into this Agreement, by any such representations and/or warranties, and (iii) any such representations and/or warranties are hereby expressly disclaimed; (b) there is no assurance that any estimates, projections, predictions or forecasts contained in any memoranda, presentations and/or any other materials and/or information provided and/or addressed to Purchaser, will be achieved, and, for the Parties acknowledge that avoidance of doubt, neither the Buyers are relying on the Warranties set forth in Schedule 3 Purchaser nor any member of this AgreementPurchaser’s Group shall be entitled to, and the BuyersPurchaser undertakes not to, and undertakes to procure that no member of Purchaser’s Group shall, bring any claim and/or action in connection with any such estimated, projected, predicted or forecasted information; and (c) nothing in this Clause 9.1.6 shall impact any rights of the Purchaser in respect of the Seller’s fraud. 10.7.1 acknowledge that none of the Sellers, the Company 9.1.7 Any inaccuracy in or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness breach of any of the documents Warranty shall be determined without regard to any materiality or other information qualification contained in or otherwise applicable to such Warranty for purposes of determining the scope or amount of any Losses, and for purposes of determining the existence of any breach or inaccuracy of such Warranty, provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations provisions of this Clause 9.1.7 shall not apply enable the Purchaser to any make a claim against the Seller in respect of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of fraud which it would not otherwise have been entitled to claim under this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 8.1 On and subject to the terms and conditions of this Agreement, the Sellers warrant to the Purchaser that the respective Sellers’ Warranties under Schedule 8 are true, accurate and not misleading as of the Signing Date and the respective Sellers’ Warranties under Schedule 8 are deemed to be repeated as at the Closing Date and the Completion Date, unless they are expressly given only as of the Signing Date and/or only as of the Closing Date. Each of the Sellers’ Warranties shall be separate and independent and shall not be limited by reference to any other Sellers’ Warranty. 8.2 Except for the Sellers‘ Warranties, the Sellers warrants make no other express or implied representations or warranties to the Buyers, in Purchaser. 8.3 The Sellers do not give or make any warranty or representation as to the terms accuracy of the Warranties at forecasts, estimates, projections provided to the Purchaser, or any of its directors, officers, employees, agents or advisers on or prior to the date of this Agreement. 10.2 8.4 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent Sellers undertake that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of from the date of this Agreement or as of the up to and including Completion Date, as they shall not, and shall procure that the case may be. Absent fraud Company shall not do (or willful concealment, no failure permit or suffer to supplement subsist or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, be done) any act or thing which would constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents Sellers’ Warranties or other information provided or made available to the Buyers or which would make any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers’ Warranties untrue, inaccurate or misleading. 8.5 Between the CompanySigning Date and the Closing Date, any Seller shall disclose via the Disclosure Letter without undue delay to the Purchaser any fact or circumstance which arises and becomes known to that Seller during this period and which makes, or would make, any of their shareholders the Sellers’ Warranties not to be true, correct or Representatives shall have any liability not misleading as of the Closing Date. The Disclosure Letter needs to state in reasonable detail the nature of such facts or responsibility whatsoever circumstances and the Sellers’ Warranty which might be affected by such disclosure. If such disclosure is not made at least ten (10) Business Days prior to the Buyers or any of their Representatives on any basis based upon any Closing Date, then the relevant information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), is deemed not to be disclosed to the Buyers or any of their Representatives (or any omissions there from)Purchaser. 8.6 If the Purchaser receives a notification in accordance with Clause 8.5 8.6.1 the Purchaser shall be obliged to proceed with Closing, except that the foregoing limitations shall not apply without prejudice to any of the Sellers insofar as any such Seller makes the specific WarrantiesClause 17.2.3, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.if applicable;

Seller’s Warranties. 10.1 Each of the Sellers (a) Seller warrants to the Buyers, Purchasers in the terms of the Warranties statements set out in Part 1 of Schedule 8 (the “Seller’s Warranties”) and Part 2 of Schedule 8 (the “Tax Warranties”) as at Closing. (b) Each Seller’s Warranty and Tax Warranty which is expressed to be given in relation to the Company shall also be deemed to be given in relation to each other member of the Group as if it had been repeated with respect to each such member naming it in place of the Company throughout. (c) Each Seller’s Warranty and Tax Warranty is given subject only to matters Disclosed in the Disclosure Letter. (d) Without prejudice to clause 11.3, Purchasers acknowledge and agree: (i) that Seller does not make any representation or warranty as to the accuracy of any forecasts, estimates, projections, statements of intent or statements of opinion howsoever provided to KGL and/or AHP on or prior to the date hereof (including any information of that nature contained in the Disclosure Letter or in the Data Room). Purchasers acknowledge that no representations or warranties, express or implied, have been given or are given other than Seller’s Warranties and Tax Warranties; and (ii) the Seller’s Warranties and Tax Warranties are the only warranties given by the Seller on which the Purchasers may rely in entering into this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and (e) Save to the extent that the Buyers it is Disclosed, no fact, matter, event or any circumstance of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware which Purchasers have or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure have constructive or imputed knowledge shall prejudice any breach of claim by Purchasers under the Seller’s Warranties or operate to reduce any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may beamount recoverable. 10.5 Where a (f) Any Seller’s Warranty is qualified by the expression “so far as the Sellers are Seller is aware”, that Warranty shall “to the best of Seller’s knowledge” or any similar expression shall, unless otherwise stated, be deemed to refer to be given on the basis of, and limited to, the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries theretothose individuals whose names are set out in Schedule 9. 10.6 Each (g) Notwithstanding anything else to the contrary in this Agreement, Purchasers’ sole and exclusive remedy against Seller for breach of this Agreement (including, for the avoidance of doubt, a breach of Seller’s Warranties and/or the Tax Warranties) shall be a claim for breach of contract. (h) The Seller’s Warranties and Tax Warranties shall continue in full force and effect notwithstanding Closing. (i) Each Seller’s Warranty and Tax Warranty shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) and, save as expressly provided, shall not be limited or restricted in its scope by reference to or inference from any other term of another Seller’s Warranty, Tax Warranty or any other provision in this Agreement. 10.7 The Buyers(j) Seller agrees with Purchasers: (i) that the giving by any Group Company and/or any of their respective officers, together employees, agents or advisers (past or present) to Seller or its agents or advisers (past or present) of any information or opinion in connection with their RepresentativesSeller’s Warranties, have conducted their own independent investigation the Tax Warranties, the Tax Indemnity or the Disclosure Letter or in connection with the negotiation and preparation of the business of the Company. In entering into this Agreement, the Parties acknowledge that Tax Indemnity or the Buyers are relying on the Warranties set forth in Schedule 3 of this AgreementDisclosure Letter shall not be deemed to be a representation, and the Buyers. 10.7.1 acknowledge that none warranty or guarantee to Seller of the Sellersaccuracy of such information or opinion; (ii) except in the case of fraud, the to waive any right or claim which it may have against any Group Company or and/or any of their respective shareholders officers, employees, agents or Representatives makes advisers for any error, omission or has made misrepresentation in any representation such information or warranty, either express opinion; and (iii) that any such right or impliedclaim shall not constitute a defence to any claim by Purchasers under or in relation to this Agreement (including the Seller’s Warranties and Tax Warranties). (k) In case of any breach of the Seller’s Warranty at paragraph 3 of Part 1 of Schedule 8 Seller shall pay to Purchasers (and, as an irrevocable third party stipulation, the relevant Group Companies) on demand the amount necessary (on an indemnity basis) to put the accuracy or completeness relevant Group Companies into the financial position they would have been in if such Seller’s Warranty had not been breached (together with any reasonable costs and expenses incurred by Purchasers and/or the relevant Group Companies in consequence of the breach of such Seller’s Warranty (including the costs of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwiseproceedings arising from such breach), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each The Seller warrants that this dog is of sound health at the time of this sale. The Seller is in breach of this warranty only if a licensed veterinarian certifies in writing within three (3) days of delivery of the Sellers warrants dog to the BuyersBuyer that the dog is in ill health. The Seller further warrants that this dog is free of life threatening congenital defects up to six (6) months of age. The Seller is in breach of this warranty only if a licensed veterinarian certifies in writing within six (6) months of age that the dog has a life threatening congenital defect. If the Seller is in breach of either of the aforesaid warranties, the Buyer agrees that the sole remedy is to return the dog to the Seller at Seller’s address along with all registrations and health records within seven (7) days of the veterinarian’s certification, in which case the Seller, in the Seller’s sole discretion, shall either (a) refund the full purchase price, or (b) replace the dog within one (1) year with another dog of like breed from the next available litter that is acceptable to the Buyer, in which case the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and Agreement shall then apply to the extent that replacement dog. The Buyer, who has had sufficient time to observe the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company dog and its business, the evaluation of the Transaction behavior prior to delivery and negotiation execution of this Agreement, was aware or had notice acknowledges and agrees that this dog is of sound and normal temperament at any the time before the signature of this sale. The Buyer also acknowledges receipt of the Agreement dog’s health records, including records of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstancesall shots and wormings. THE SCOPE OF THE SELLER’S WARRANTIES AS SET FORTH ABOVE SHALL BE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY THE SELLER. SELLER MAKES NO OTHER WARRANTIES, then the Warranties shall be qualified by such informationEXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE FOR THE PAYMENT OF CONSEQUENTIAL OR INCIDENTAL DAMAGES. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each 8.1 Subject to clause 10, each of the Sellers warrants and represents to each of the Buyers, in the terms Purchasers that each of the Warranties is true, accurate and not misleading at the date of this Agreement and further represents and warrants (subject to clause 8.6) that each of the Warranties will be true, accurate and not misleading at: (A) the scintilla of time before Completion if Completion takes place either on the Completion Date or such later date following a deferral of Completion by the Purchasers’ Representative in accordance with clause 7.4 (A); and (B) midday on the Completion Date following a deferral of Completion by the Sellers’ Representative in accordance with clause 7.4 (A), by reference to the facts and circumstances then subsisting and, for this purpose, the Warranties shall be deemed to be repeated at such time as if any express or implied reference in the Warranties to the date of this Agreement was replaced by a reference to Completion or the Completion Date (as the case may be). 8.2 Subject to clause 10, the Seller Guarantor warrants and represents to the Purchaser that, in relation to itself, each of the Warranties in paragraph 2 of Schedule 3 (Warranties) is true, accurate and not misleading at : (A) the scintilla of time before Completion if Completion takes place either on the Completion Date or such later date following a deferral of Completion by the Purchasers’ Representative in accordance with clause 7.4 (A); and (B) midday on the Completion Date if Completion following a deferral of Completion by the Sellers’ Representative in accordance with clause 7.4 (A), by reference to the facts and circumstances then subsisting and, for this purpose, the Warranties shall be deemed to be repeated at such time as if any express or implied reference in the Warranties to the date of this Agreement was replaced by a reference to Completion or the Completion Date (as the case may be). 8.3 Each Purchaser acknowledges that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than the Warranties and the other covenants, undertakings and indemnities of the Sellers set out in this Agreement and the Share Purchase Documents, and acknowledges that none of the Sellers, any member of the Retained Group, any member of the Group or any of their agents, advisers, officers or employees have given any such warranties, representations, covenants, undertakings, indemnities or other statements. The Sellers and the Seller Guarantor accept that each Purchaser is entering into this Agreement in reliance upon the Warranties (which, they acknowledge, are both warranties and representations). 8.4 Between the date of this Agreement and Completion the Sellers’ Representative shall notify the Purchasers’ Representative promptly in writing if the Sellers or any member of the Retained Group or the Group becomes aware of a fact or circumstance which constitutes or which is reasonably expected to constitute a breach of Warranty (whether repudiatory in nature or not) or which would cause or is reasonably expected to cause a Warranty to be untrue, inaccurate or misleading if given in respect of the facts and circumstances subsisting at that time. 8.5 Subject always to clause 10, following Completion, the Sellers shall indemnify each of the Purchasers and the Purchasers’ Indemnified Persons and hold them harmless from and against any and all losses, liabilities, claims, demands, causes of action, costs and expenses (including reasonable attorneys’ fees) from any loss, arising out of, related to or in connection with a breach by the Sellers or the Seller Guarantor of any of the Warranties. 8.6 Without prejudice to the Purchasers’ rights under clause 4.3 or the Sellers’ obligations under clause 8.4, for the purposes of clause 8.1: (A) all Warranties which are given by reference to the Sellers’ knowledge, awareness or belief will be repeated by the Sellers at Completion by reference to the Sellers’ knowledge, awareness or belief as at the Completion Date. However, if the Sellers know, become aware of or believe any fact, matter or circumstance after the date of this Agreement (whenever such fact, matter or circumstance occurred) which would cause any such Warranty to be untrue when repeated at Completion, they may Disclose such fact, matter or circumstance in the Supplemental Disclosure Letter; (B) for the purposes of repeating at Completion each of the Warranties which refers to information disclosed or which is contained in the Data Room, the Sellers shall be entitled to update the Data Room and Disclosure Letter provided that any such updates shall only be permitted in respect of information relating to events or matters occurring after the date of this Agreement and before Completion, such updates to be included in the Supplemental Disclosure Letter; and (C) the Sellers’ Representative shall notify the Purchasers’ Representative of any supplemental disclosures referred to in this clause 8.6 promptly on becoming aware of them. Without prejudice to the Sellers’ right to make further supplemental disclosures thereafter, the Supplemental Disclosure Letter shall be sent in draft form to the Purchasers’ Representative no later than three (3) clear Business Days prior to the Completion Date, and none of the Purchasers nor any other Purchasers’ Indemnified Person shall have any claim against the Sellers or the Seller Guarantor in respect of Warranties which are given by reference to the Sellers’ knowledge, awareness or belief or Warranties which refer to information disclosed or which is contained in the Data Room to the extent that the matter which would otherwise have been the subject matter of such claim is Disclosed in the Supplemental Disclosure Letter. For the avoidance of doubt, no supplemental disclosures shall operate to reduce or limit the liability of the Sellers or the Seller Guarantor for breach of any of the Warranties when given at the date of this Agreement. 10.2 8.7 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 rights and 18 of Schedule 3 are made remedies of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers Purchasers or any Purchasers’ Indemnified Person, in respect of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any a breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall not be affected by Completion, by the giving of any time or other indulgence by the Purchasers to any person, or by any other cause whatsoever except as provided in this Agreement or in a specific waiver or release by the Purchasers or any Purchasers’ Indemnified Person, in writing and any such waiver or release shall not prejudice or affect any remaining rights or remedies of the Purchaser. 8.8 Each Warranty shall be construed as a separate and independent warranty independently and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 provision of this Agreement, and the BuyersAgreement or another Warranty. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each 5.1.1 Seller hereby represents and warrants to Purchaser by way of independent guarantees (selbständige Garantieversprechen) pursuant to Section 311 para. 1 of the Sellers warrants to German Civil Code (Bürgerliches Gesetzbuch, BGB – “German Civil Code”) that the Buyers, statements set forth in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 Section 5.1.1 below are made of the date hereof and are repeated correct as of the Completion Signing Date by the Sellers; all other Warranties are made exclusively and will be correct as of the date hereofClosing Date (unless stated otherwise below) (the “Seller’s Warranties”): (a) Seller is a limited liability company (Gesellschaft mit beschränkter Haftung) duly incorporated and existing under German law. 10.3 The Warranties are qualified by matters fairly disclosed (b) No bankruptcy, insolvency or similar proceedings in any jurisdiction have been opened with respect to Seller and Seller is neither insolvent nor otherwise required or entitled to file for bankruptcy or insolvency. To the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letterknowledge of Seller, if and to the extent that the Buyers or any as of the directorsSigning Date, officersno insolvency or bankruptcy filings have been threatened in writing with respect to Seller. (c) Seller has full authority and capacity to enter into, employees and/or professional advisers of the Buyers respectively and perform its Affiliatesobligations under, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before including the signature consummation of the Closing. Seller’s entering into this Agreement and the performance of any information relating to Seller’s obligations hereunder do not violate the subject matter articles of association or by-laws of Seller and have been duly authorized by all necessary corporate actions on the part of Seller. As of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstancesSigning Date, then the Warranties shall be qualified by such information. 10.4 Following the execution of Seller’s entering into this Agreement but prior to and the Completion Date performance of Seller’s obligations hereunder neither require any approval or consent by any court, governmental authority or other third party (iexcept for approvals or consents which are Closing Conditions under this Agreement) with regard to Warranties listed in Clause 10.2 above the Sellers shallnor violate any judicial or governmental order or decree or any applicable law or, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement Signing Date and the Closing Date, any agreement or as other contractual obligation by which Seller is bound. (d) Seller is the sole legal and beneficial owner of the Completion DateSeller’s Shares. (e) The Seller’s Shares have been validly issued and are fully paid up, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance freely transferable and free and clear of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights liens, charges and other encumbrances (dingliche Belastungen) except for security interests of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may beClearstream. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”5.1.2 Seller makes no further statements, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx representations and warranties or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate guarantees other than those expressly and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties conclusively set forth in Schedule 3 Section 5.1.1. The Parties agree that the statements contained in Section 5.1.1 shall not constitute a quality guarantee concerning the purchase object within the meaning of this Agreement, Sections 443 and the Buyers. 10.7.1 acknowledge that none 444 of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made German Civil Code (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwiseGarantie für die Beschaffenheit oder Haltbarkeit des Kaufgegenstandes), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 7.1 Each of the Sellers warrants to the BuyersPurchaser in respect of itself only that each of the Title and Capacity Warranties is true and accurate in all respects and not misleading at the date of this Agreement and at Completion. 7.2 The Warrantors jointly and severally warrant to the Purchaser that the General Warranties are true and accurate in all respects and not misleading at the date of this Agreement and at Completion. 7.3 The Warrantors shall not be liable under the General Warranties to the extent that the facts which cause, or the matters giving rise to, the General Warranties to be breached were Disclosed. The limitation on the liability of a Warrantor under the Warranties contained in this Clause 7.3 shall not apply where there has been any fraud or dishonesty by that Warrantor. 7.4 The Warrantors agree that the supply of any information by or on behalf of the Company or any of its respective employees, directors, agents or officers (“Officers”) to the Warrantors or their advisers in connection with the Warranties, the Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Warrantors. Each Warrantor unconditionally and irrevocably waives all and any rights and claims that he may have against any of the Company or the Officers on whom that Warrantor has, or may have, relied in connection with the preparation of the Disclosure Letter, or agreeing the terms of this Agreement, and further undertakes to the Purchaser, the Company and the Officers not to make any such claims. 7.5 Each of the Warranties shall be separate and independent and (unless expressly provided otherwise) shall not be limited by reference to any other Warranty or by anything in this Agreement. 7.6 Warranties qualified by the knowledge, belief or awareness of the Warrantors shall be deemed to include any knowledge, belief or awareness which the Warrantors would have, having made all reasonable enquiries of each other and of the Consultants in respect of the Warranties at paragraphs 7, 8, 12 and 13 of Part 2 of Schedule 4, at the date of this Agreement. 10.2 7.7 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 rights and 18 of Schedule 3 are made remedies of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed Purchaser in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement respect of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any claim for breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope affected by reference to or inference from any other term of another Warranty or this AgreementCompletion. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each 5.1 GVL and Xx Xxxxx (and Xx Xxxxxxxx in respect of the Sellers warrants warranty CLAUSE 1.2 only) jointly and severally represent and warrant to the Buyers, in the terms Purchaser that each of the Warranties will be accurate in all material respects at Completion. If for any reason there is any interval of time between the time of this agreement and Completion, the Warranties will continue to be accurate in all respects as at Completion as if repeated thereon by reference to the facts and circumstances then subsisting at that date and on the basis that any reference in the Warranties, whether express or implied, to the date of this Agreementagreement is substituted by a reference to Completion. 10.2 5.2 The Warranties contained Sellers and GVL accept that the Purchaser is entering into this agreement in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made reliance upon each of the date hereof Warranties. 5.3 The Sellers and are repeated as GVL undertake (if any Claim is made against them in connection with the sale of the Completion Date by Shares to the Sellers; all other Warranties are made exclusively as of Purchaser) not to make any corresponding or connected claim against the date hereofCompany. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 5.4 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwiseexpressly provided to the contrary) shall not be limited or restricted in its scope by reference to or inference from the terms of any other term of another Warranty or this AgreementWarranty. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as 5.5 Subject always to the accuracy provisions of paragraph 1.1 of SCHEDULE 6, if in respect of or completeness in connection with any breach of any of the documents Warranties or other information provided any facts or made available matters warranted not being true any amount payable to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted Purchaser by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar or GVL is subject to Taxation, such payable amounts shall be paid to the Purchaser by the Sellers and GVL so as to ensure that the net amount received by the Purchaser is equal to the full amount payable to the Purchaser under this agreement. 5.6 Subject to CLAUSE 5.7, the Purchaser shall be entitled to set off any sum agreed between the parties or adjudicated by a court having appropriate jurisdiction to be payable by any of the Sellers or GVL under this CLAUSE 5 against any sum or sums payable under the Loan Notes. 5.7 If the Purchaser wishes to exercise its right of set-off under CLAUSE 5.6, it shall notify the Sellers and GVL of that fact. If at the end of 20 Business Days after the Sellers and GVL receiving such Seller makes notification the specific Warrantiesparties have not agreed a sum (if any) to be so set off, the parties shall immediately appoint an appropriately qualified Queens Counsel to provide an opinion on the Claim in respect of which the Purchaser wishes to exercise its right of set forth off. If the parties fail within 10 Business Days of the expiry of the 20 Business Day period to agree on the appointment of a Queens Counsel, any party may refer the question of such appointment to the Chairman for the time being of the Council of the Bar, the Chairman's appointment being binding on all parties. If the parties fail to agree on the terms of the instructions to be submitted to the Queens Counsel, each party shall be entitled to submit separate instructions (such instructions to be submitted no later than 10 Business Days after the Queens Counsel's appointment) asking the Queens Counsel whether in Schedule 3 his opinion, and on the basis of the instructions sent to him, either (and only either) the Purchaser would be more likely to succeed in its Claim (in the amount claimed or any other lower amount determined by the Queens Counsel to be appropriate) than the Sellers would be to defend it or the Sellers would be more likely to defend the Claim than the Purchaser would be to succeed in it (again in the amount claimed or any other lower amount determined by the Queens Counsel to be appropriate) and, subject to the requirements of this AgreementCLAUSE 5.7, subject always it shall be the responsibility of the Queens Counsel to determine at his or her discretion the nature of his or her instructions. If, in the determination of the Queens Counsel (which determination shall be final and conclusive), the Purchaser would be more likely to succeed in its Claim (in the amount claimed or any other lower amount determined by the Queens Counsel to be appropriate) than the Sellers would be to defend it, then once the parties have executed an appropriate escrow agreement (in terms agreed between them or, in default of agreement within 5 Business Days, determined by the Queens Counsel appointed as above) and the Purchaser has paid the amount of the Claim (or any other lower amount determined by the Queens Counsel to be appropriate) into escrow, the Purchaser shall be entitled to set off any sums payable under the Loan Notes against that amount pending settlement or final determination of the Claim. 5.8 Where there is any breach of warranty clause 6 (ownership of assets) or warranty clause 7 (no claims) the Purchaser shall, without prejudice to its other remedies, be entitled to require the Sellers or GVL to, in the case of warranty clause 6.1, convey or procure the conveyance to the limitations Company of such asset or interest or, in the case of warranty clause 6.2, extinguish or procure the extinction of such interest or the release from such contract or arrangement or, in the case of warranty clause 7, release or procure the release of such debt or obligation, as may be, in the reasonable opinion of the Purchaser, necessary to remedy the breach, and restrictions contained CLAUSE 16 shall apply accordingly. 5.9 The provisions of SCHEDULE 6 shall apply to limit or excuse any liability of the Sellers or GVL under CLAUSE 5.1, except in Schedule 4the case of fraud or dishonesty on the part of any of the Sellers or GVL.

Seller’s Warranties. 10.1 Each (a) The Sellers hereby provide to the Buyer exclusively the representations and warranties contained in this Section 9 (the “Sellers Warranties”), which are in lieu of all other representations and warranties however provided under the applicable provisions of Law and constitute all of the representations and warranties made by the Sellers warrants in connection with the NNG Group Companies (including their assets, liabilities and businesses), the Shares, the Transaction and any other action and transaction contemplated by this Agreement. Consequently, the Sellers do not make any representations nor give any warranties with reference to the BuyersShares, the NGG Group Companies, their assets, liabilities and businesses and the Transaction other than those expressly and specifically given in the terms of the Warranties at the date of this AgreementSection 9. 10.2 (b) The Parties agree that (i) the Sellers Warranties contained in paragraphs 1 pertaining exclusively to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or a Seller shall be deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified given only by such information. 10.4 Following Seller (except for the execution of this Agreement but prior DDG Vehicles which are deemed to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above provide the Sellers shallWarranties jointly), and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter Warranties pertaining to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter any NGG Group Company, shall be deemed to cure be given by all the Sellers (but, in any breach of any Warranty made case, severally among themselves, not jointly and in proportion to the Relevant Percentage, except for the DDG Vehicles which are deemed to provide the Sellers Warranties jointly). (c) The Sellers Warranties are true and correct as of the date of this Agreement or as of and shall be true and correct on the Completion Closing Date, as except where expressly indicated otherwise. (d) The Sellers Warranties are deemed for all purposes to be qualified by: (i) the case may be. Absent fraud or willful concealment, no failure to supplement or amend express exceptions set forth in the Disclosure Letter and/or in accordance with this Clause 10.4 shallAgreement (including the other Schedules different from the Data Room, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be but without prejudice to the rights provisions of Section 9.1(d)(ii)). Accordingly, all the disclosures and information set forth in the Disclosure Letter and/or in this Agreement (including the relevant Schedules other than the Data Room, but without prejudice to the provisions of Section 9.1(d)(ii)) constitute express exceptions to the Sellers Warranties and, therefore, the Sellers shall have no indemnification obligations for any and all circumstances deriving or resulting from any such disclosure and information; and (ii) any specific events, facts, matters or circumstances, which were clearly, fairly and specifically disclosed in good faith by the Sellers in the Data Room. Accordingly, all the specific events, facts, matters or circumstances, which are clearly and fairly disclosed in good faith by the Sellers in the Data Room constitute express exceptions to the Sellers Warranties and, therefore, the Sellers shall have no indemnification obligations for any and all circumstances deriving or resulting from any such events, facts, matters or circumstances. (e) Without prejudice to the provisions of Section 9.1(d) above, each of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty Sellers Warranties is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) and, unless otherwise specifically provided, shall not be restricted or limited or restricted in its scope by reference to or inference from any other warranty or term of another Warranty or this Agreement. 10.7 The Buyers(f) If, together with their Representativesat any time prior to or at Closing, have conducted their own independent investigation the Sellers become aware that a Sellers Warranty has been breached or becomes untrue the Sellers shall promptly notify the Buyer in sufficient detail (the “Breach Notification”) to enable the Buyer to make a reasonably accurate assessment of the business situation (and, for the avoidance of doubt, the delivery of such notice shall not limit or otherwise affect the remedies available to the Buyer nor shall any failure or delay in doing so increase any liability to the Sellers). (g) In no case do the Sellers give any representations and/or warranties to the Buyer and its representative with regard to financial projections, budget, management analysis, estimations, future profitability and financial performance of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of NGG Group Companies (even if disclosed by the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agreerepresentatives, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made availableBuyer, or statements made (including in materials furnished in their representatives, prior to or on the Data Room, in presentations by the Company’s management or otherwiseClosing Date), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 Each of the Sellers The Seller warrants to the Buyers, in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made Purchaser as at the date of this Agreement in the terms set out in Schedule 4 (Seller’s Warranties) and repeats the Warranties set out in Schedule 4 (Seller’s Warranties) immediately prior to Completion by reference to the facts and circumstances existing at that time. For this purpose only, where in a Warranty there is an express or implied reference to the "date of this Agreement” or an equivalent term, that reference is to be construed as a reference to the "Completion Date" and references to the Disclosure Letter shall be taken to be references to the Second Disclosure Letter in addition to the Disclosure Letter (save where the Second Disclosure Letter updates the Disclosure Letter in which case the detail in the Second Disclosure Letter will prevail). The Seller will deliver a draft of the Completion DateSecond Disclosure Letter to the Buyer at least five (5) Business Days prior to Completion. 10.2 The Seller shall not be liable under the Warranties given as at the date of this Agreement (with the exception of Fundamental Warranties which are not qualified in any way) to the extent that the facts, matters, events or circumstances giving rise to any potential claim are Disclosed in the Disclosure Letter. 10.3 The Warranties as repeated pursuant to clause 10.1 will be qualified by those matters Disclosed in the Second Disclosure Letter provided, and to the extent, that in each case may bethe matters giving rise to such disclosure, either: (A) have arisen or occurred since the date of this Agreement; or (B) relate to a previously Disclosed matter in respect of which new information has become available or further developments have occurred since the date of this Agreement, and, for the avoidance of doubt, to the extent that any disclosure fails to meet the criteria of this clause 10.2 it will not qualify any of the Warranties and will be without prejudice to the Purchaser’s rights generally under this Agreement. 10.4 Notwithstanding the provisions of clause 10.2, no disclosures set out in the Second Disclosure Letter will affect the Purchaser’s termination rights pursuant to clause 12 of this Agreement. 10.5 Where a Warranty is qualified by the expression “so far The Seller undertakes to Disclose, as the Sellers are aware”, that Warranty shall be deemed to refer soon as reasonably practicable to the actual knowledge Purchaser, any matter of which it becomes aware that is or is likely to be a breach of any of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries theretoWarranties. 10.6 The only Warranties given are those set out in Schedule 4 (Seller’s Warranties). 10.7 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to to, or inference from from, the terms of any other term Warranty. 10.8 The liability of another Warranty the Seller under or in connection with the Warranties shall be limited as set out in Schedule 5 (Limitations on Liability). 10.9 Save as Disclosed in the Disclosure Letter, the Purchaser undertakes that, as at the date of this Agreement, it is not aware of any matter that would constitute a breach of the Warranties given on the date of this Agreement. 10.7 10.10 The BuyersSeller warrants to the Purchaser that in relation to the Transaction: (A) no officer, together with their Representativesagent or employee engaged by, have conducted their own independent investigation or acting on behalf of the business Seller, has made, offered or authorised or will make, offer or authorise any payment, gift, promise or other advantage, whether directly or through any other person or entity, for the use or benefit of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company any Government Official or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents entity or other information provided person where such payment, gift, promise or made available to other advantage would violate the Buyers Anti-Bribery Laws or any of its Representatives,other applicable Law; and 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, (B) it is not in breach of: (1) any of their shareholders Sanctions; or (2) any applicable anti-money laundering or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4anti-terrorist financing Law.

Seller’s Warranties. 10.1 Each Alaskan Malamute Seller expressly warrants that the canine will be sound and healthy for a period of the Sellers warrants to the Buyers, in the terms of the Warranties at three (3) business days from the date of this Agreement. 10.2 The Warranties contained . This warranty applies to all defects diagnosed by a licensed veterinarian that do not rise to the level of a genetic defect, yet are still disabling to the canine. Candy Rock Kennel does not consider that a male that doesn't have two testicles descended as being a genetic defect. Examples of such defects include heart murmurs and/or neurological damage. Seller expressly warrants that the canine will be free from genetic defects for a period of twenty-four (24) months from the date of birth (DOB). For purposes of this agreement, genetic defects shall be defined to include only those genetic defects that, in paragraphs 1 the opinion of a licensed veterinarian, cause permanent damage to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made the health of the date hereof dog. The Genetic defects that are covered by contract are as followed. Hip Dysphasia, Chrondoplasian (dwarfism), Hemeralopia (day blindness) and are repeated as Hemolytic Anemia. In order for Buyer to maintain his or her rights with respect to the preceding two warranties, BUYER MUST TAKE THE CANINE TO A LICENSED VETERINARIAN FOR A MEDICAL EXAMINATION AND FURNISH SELLER WITH A COPY OF THE REPORT OF SUCH EXAMINATION BOTH WITHIN THREE (3) BUSINESS DAYS OF THE DATE OF THIS AGREEMENT. If at that time the canine is found to have any defect, Buyer must furnish to Seller documentation from the veterinarian within three (3) business days of this Agreement and MUST PERMANENTLY RETURN THE DEFECTIVE CANINE to Seller within ten (10) business days of the Completion Date by diagnosis in order to be refunded his or her purchase price or be tendered a replacement canine of equal or lesser value. If the Sellers; all other Warranties are made exclusively as canine is found to be healthy at the aforementioned examination, but later develops a genetic defect within the twenty-four (24) month time period, Xxxxx is entitled to a refund of his or her purchase price or a replacement canine of equal or lesser value if Buyer furnishes to Seller documentation from a licensed veterinarian within three (3) business days of the date hereof. 10.3 The Warranties are qualified diagnosis and IF THE DEFECTIVE CANINE IS PERMANENTLY RETURNED to Seller within ten (10) business days of the diagnosis. If, after the finding of a later genetic defect, Xxxxx does not feel comfortable returning the canine, documentation from a licensed veterinarian within three (3) business days of the diagnosis and if Xxxxx meets with a licensed veterinarian in order to develop a strategy for the care of the defective canine. If the canine should unexpectedly die within the twenty-four (24) month time period, Buyer must furnish a copy of the death certificate, signed by matters fairly disclosed a licensed veterinarian, to Seller within three (3) business days of the canine’s death. Before issuing a refund or replacement canine, Xxxxx agrees that Seller may order a necropsy done at Xxxxx’s expense in order to determine the cause of death. If that cause of death is a genetic defect, Xxxxxx agrees to honor the warranty as described in the Disclosure Letterterms of this Article 5. In addition to any specific matter disclosed the aforementioned requirements, in order to exercise warranty rights for the genetic defect of Hip Dysphasia, a licensed veterinarian must find that the defect rises to the level of Grade 4 and that diagnosis must be supported by an x-ray certified by the Orthopedic Foundation for Animals, Inc. The refund or deemed replacement mentioned in this warranty provision is the only consideration available to a Buyer who purchases a canine with a defect. At no time will Seller be disclosed liable or responsible for medicines, vaccinations, veterinary bills, or other medical bills not already incurred upon tender of the canine to Buyer or to the carrier responsible for shipment. Xxxxx understands and agrees that the aforementioned guarantees are the only guarantees of the health of the canine made by Seller. The long term health of the canine is the sole responsibility of Buyer and includes regular vaccinations, proper nutrition, exercise, care, and visits to the veterinarian. Accordingly, Seller is only responsible in accordance with the Disclosure Letter, if above warranty provisions for defects that are diagnosed by a licensed veterinarian and timely reported to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter Seller in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may beArticle 5. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the documents or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4.

Seller’s Warranties. 10.1 9.1 Each of the Sellers Seller individually and severally warrants to the Buyers, Buyer in the terms of the Title Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or and as at the Completion Date (by reference to facts and circumstances then existing), subject to the exclusions, limitations and qualifications set out in this clause 9, clause 23, clause 25 and Schedule 7. Each Title Warranty is given by each Seller severally and only in relation to its own Shares, authority, power and capacity, and no claim may be made against any Seller in respect of any breach of any Title Warranty by any other Seller. 9.2 Each Warrantor individually and severally warrants to the Buyer in terms of the Completion DateBusiness Warranties as at the date of this Agreement, as subject to: (a) the case may beexclusions, limitations and qualifications set out in this clause 9, clause 23, clause 25 and Schedule 7; (b) any matter Disclosed in the Disclosure Documents; and (c) any matter specifically referred to or provided for under the terms of this Agreement or any other Transaction Document. 10.5 Where a 9.3 Each Business Warranty is qualified by the expression “so far as each of the Sellers are Warrantors is aware”, that Warranty ” and such awareness shall be deemed to refer confined to the actual knowledge of each of the Sellers, Warrantors at the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not date of this Agreement having made any specific inquiries theretodue and careful enquiry of each other. 10.6 9.4 Each of the Warranties Warranty shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreementindependent. 10.7 The Buyers9.5 For the avoidance of doubt, together with their Representativesexcept as provided in the Transaction Documents, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or has made any representation or no warranty, either express or implied, as is given in relation to any information or expression of opinion, intention or expectation or any forecast or projection contained or referred to in the Disclosure Documents. 9.6 Any information supplied by the Group Companies, their officers, employees or agents to the Warrantors, their agents, representatives or advisers in connection with, or to form the basis of, the Business Warranties or any matter covered in the Disclosure Letter, shall be deemed not to include or have included a representation, warranty or guarantee of its accuracy to the Warrantors and shall not constitute a defence to the Warrantors to any claim made by the Buyer. Each Warrantor hereby waives any and all claims against the Group Companies, their officers, employees or completeness agents in respect of any of the documents information so supplied (and undertakes that no other person claiming under or other information provided or made available to the Buyers or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders or Representatives shall have any liability or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as through it will make any such Seller makes claim). The Group Companies, their officers, employees and/or agents may enforce the specific Warranties, set forth in Schedule 3 terms of this Agreement, subject always to clause 9.6 in accordance with the limitations and restrictions contained in Schedule 4.Contracts (Rights of Third Parties) Xxx 0000. ACTIVE/110746680.7

Seller’s Warranties. 10.1 Each of the Sellers A. Seller hereby warrants title to the BuyersGas sold and delivered hereunder and the right of Seller to sell the same; and Seller warrants that all such Gas is owned by Seller, or that Seller has the right to market said Gas free from ad liens and adverse claims, including liens to secure payments of production taxes, severance taxes, and other taxes. Seller agrees to defend (with counsel reasonably acceptable to Buyer/Processor), indemnify Buyer/Processor and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of adverse claims, whether meritorious or not, of any and all persons, firms, or corporations to said Gas or to royalties, overriding royalties, taxes, license fees, or charges thereon, resulting from actions of, by, through or under Seller, including, without limitation, nonpayment or incorrect payment of proceeds of production. Buyer/Processor shall be entitled to recover all attorneys' fees incurred as a result of its Involvement in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5any action or claim described herein. Buyer/Processor, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively as of the date hereof. 10.3 The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In addition to any specific matter disclosed or deemed to be disclosed in accordance with the Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers, employees and/or professional advisers of the Buyers respectively its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before thereafter, when it shall appear to Buyer/Processor by reason of receipt of written notice of claim or dispute that the signature ownership or title to all or part of the Agreement Leases, or the Gas produced therefrom, may be in a party or parties other than Seller, or upon learning of any information relating to other claims, liens, taxes, royalties, fees, expenses or other adverse claims, may suspend payments hereunder and retain as security for the subject matter performance of Seller's obligations with respect thereto, the entire purchase price of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this Agreement, and the Buyers. 10.7.1 acknowledge that none of the Sellers, the Company or any of their respective shareholders or Representatives makes or Gas until Buyer/Processor has made any representation or warranty, either express or implied, been satisfied as to the accuracy amount of such claim or completeness of any of the documents or other information provided or made available ownership claimed, and thereafter up to the Buyers amount of such ownership interest or any of its Representatives, 10.7.2 agree, to the fullest extent permitted by law, that none of the Sellers, the Company, any of their shareholders claim until it has been finally determined and satisfied or Representatives until Seller shall have any liability furnished a bond to Buyer/Processor in an amount and with sureties satisfactory to Buyer/Processor, conditioned upon the protection of Buyer/Processor with respect to such ownership or responsibility whatsoever to the Buyers or any of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply to any of the Sellers insofar as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations and restrictions contained in Schedule 4claim.

Seller’s Warranties. 10.1 Each of the Sellers 9.1 The Seller represents and warrants to the Buyers, in the terms of the Warranties at the date of this Agreement. 10.2 The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the Sellers; all other Warranties are made exclusively Purchaser as of the date hereof, and as of the Closing Date, the following with the understanding that each of the representations and warranties are material and have been relied on by the Purchaser in connection herewith. 10.3 The Warranties are qualified (a) True, correct and complete copies of the Prospectus, including all amendments and documents relating thereto, have been or will be delivered to Purchaser pursuant to Section 6.1(a) hereof; the Rent Roll attached hereto as Exhibit "F", as updated to the Closing Date, is and will be an accurate and complete rent roll describing each of Tenant Leasehold Interests and the Elmwood Lease, including the name of the tenant, the home site occupied by matters fairly disclosed the tenant, monthly rent, delinquencies in rent, deposits paid and any prepaid rent or credits due any tenant; except as set forth in the Disclosure LetterRent Roll, no tenant is in default and no events have occurred which, with notice or the passage of time, or both, would constitute such a default; the lessor has performed all of its obligations under the Prospectus, the Tenant Leasehold Interests and the Elmwood Lease; and neither the Prospectus, any Tenant Leasehold Interest nor the Elmwood Lease has been modified nor have any concessions been made with respect thereto. (b) Seller has not received any notices of, and Seller has no knowledge of any existing facts or conditions which may result in the issuance of, any violations of any building, zoning, safety, fire, environmental, health or other codes, laws, ordinances or regulations with respect to the Project, the appurtenances thereto or the maintenance, repair or operation thereof, which will not be cured by the Closing Date, at Seller's expense. (c) Seller has not received notice of and has no knowledge of any existing, pending or threatened litigation or condemnation proceedings or other court, administrative or extra-judicial proceedings with respect to or affecting the Project or any part thereof. (d) Seller has no knowledge of any assessments, charges, paybacks, or obligations requiring payment of any nature or description against the Project which remain unpaid, including, but not limited to, those for sewer, water or other utility lines or mains, sidewalks, streets or curbs. In addition Seller has no knowledge of any public improvements having been ordered, threatened, announced or contemplated with respect to any specific matter disclosed the Project which have not heretofore been completed, assessed and paid for. (e) True and complete copies of all Project Contracts and the Prospectus for the Project, if applicable, and all amendments thereto have been delivered to Purchaser pursuant to Section 6.1 above. All Project Contracts are in full force and effect and not in default; all Project Contracts are listed in Exhibit "G" attached hereto; and except as described in Exhibit "G", there are no Project Contracts in force with respect to the Project which are not subject to cancellation upon not more than thirty (30) days notice without premium or deemed to be disclosed penalty. The Prospectus for the Project, as amended, has been approved in accordance with the Disclosure Letter, if requirements of the Florida Mobile Home Act. (f) Seller is the lawful owner of the Project and holds insurable and marketable title to the extent that Project, free and clear of all liens and encumbrances other than the Buyers or any of Permitted Exceptions and Removable Liens. The Seller has and will have on the directors, officers, employees and/or professional advisers of Closing Date the Buyers respectively power and authority to sell the Project to Purchaser and perform its Affiliates, to the extent they were involved in the investigation of the Company and its business, the evaluation of the Transaction and negotiation of this Agreement, was aware or had notice at any time before the signature of the Agreement of any information relating to the subject matter of the Warranties that could reasonably be expected to put the Buyer on notice of such breach in light of the circumstances, then the Warranties shall be qualified by such information. 10.4 Following the execution of this Agreement but prior to the Completion Date (i) with regard to Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or circumstances which have arisen after the date hereof. No supplement or amendment to the Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful concealment, no failure to supplement or amend the Disclosure Letter obligations in accordance with this Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers to claim for any breach of Warranty made as at the date of this Agreement or as of the Completion Date, as the case may be. 10.5 Where a Warranty is qualified by the expression “so far as the Sellers are aware”, that Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other Participants, Ixxx Xxxxx, Ixxxx Xxxxxxx, Vxxxxxxxxx Gnasevich, Vxxxxxxx Xxxxxxxx, Vxxxxxxx Xxxxxxxxxx, Txxxxxx Chabunuk, Exxxxxxxx Xxxxxxxx or Julija Didan, not having made any specific inquiries thereto. 10.6 Each of the Warranties shall be construed as a separate terms and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement. 10.7 The Buyers, together with their Representatives, have conducted their own independent investigation of the business of the Company. In entering into this Agreement, the Parties acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith on behalf of Seller, has or will have due power and authority to so act. On or before the BuyersClosing Date, the Seller will have complied with all applicable statutes, laws, ordinances and regulations of every kind or nature, in order to effectively convey and transfer all of Seller's right, title and interest in and to the Project to Purchaser in the condition herein required, including, without limitation, the provisions of Section 723.071 of the Florida Statutes. (g) Since the date on which the Seller commenced doing business at the Project, it has been insured with respect to risks normally insured against, and in amounts adequate to safeguard the Project. Exhibit "H" attached hereto lists all insurance currently maintained for or with respect to the Project, including types of coverage, policy numbers, insurers, premiums, deductibles and limits of coverage. 10.7.1 acknowledge that none (h) Neither this Agreement nor anything provided to be done herein by Seller, including, without limitation, the conveyance of all of the SellersSeller's right, title and interest in and to the Project as herein contemplated, violates or will violate the Seller's governing documents or any contract, agreement or instrument to which the Seller is a party or bound and which affects the Project. (i) Seller has not contracted for the furnishing of labor or materials to the Project which will not be paid for in full prior to the Closing Date, and if any claim is made by any party for the payment of any amount due for the furnishing of labor and/or materials to the Project or Seller prior to the Closing Date and a lien is filed against the Project as a result of furnishing such materials and/or labor, Seller will indemnify Purchaser and discharge the lien or exonerate the Project therefrom. (j) All utility services, including water, sanitary sewer, gas, electric, telephone and cable television facilities, are available to the Project and each home site in sufficient quantities to adequately service the Project at full occupancy; and to the Seller's knowledge, there are no existing, pending or threatened plans, proposals or conditions which could cause the curtailment of any such utility service. No utility lines lie under any home or improvement in the Project. (k) All construction in connection with the Elmwood Project, subsequent to 1985, and the Hollx Xxxest Project, subsequent to 1989 and specifically Phases 3, 4 and 6, was performed in conformity with all regulations, laws and ordinances applicable at the time the Project was constructed, all Permitted Exceptions, and all development orders and other requirements imposed by governmental authorities. To the best of Seller's knowledge, the Company Elmwood Project, prior to 1985, and the Hollx Forest Project, prior to 1989, were constructed in conformity with all regulations, laws and ordinances applicable at the time. To the Seller's knowledge: (i) there are no existing maintenance problems with respect to mechanical, electrical, plumbing, utility and other systems necessary for the operation of the Project, including, without limitation, all underground utility lines, water wellx xxx roads; (ii) all such systems are in good working condition and are suitable for the operation of the Project; and (iii) there are no structural or physical defects in and to the Project, and there are no conditions currently existing on, in, under or around property adjacent to or surrounding the Project, which materially adversely affect, or could materially adversely affect, the Project or the operation thereof. (l) The sole employee of the Seller with respect to the Project is Ronaxx X. Xxxxx. Xttached hereto as Exhibit "I" is the job description, term of employment, average hours worked per week, current pay rate, description of all benefits provided this employee. This employee is terminable at will. 8 (m) The Hollx Xxxest Project consists of 402 manufactured home sites, located on approximately 59.8 acres of Land, and the improvements, amenities and recreational facilities listed in Exhibit "J-1" attached hereto and made a part hereof. As of the date hereof, zero (0) manufactured home sites within the Hollx Xxxest Project are vacant, and for the calendar years 1994 and 1995, the average occupancy rates at the Project were more than 99%. The Elmwood Project consists of 100 manufactured home sites, located on approximately 12.6 acres of Land, and the improvements, amenities and recreational facilities listed in Exhibit "J-2" attached hereto and made a part hereof. As of the date hereof, zero (0) manufactured home sites within the Elmwood Project are vacant, and for the calendar years 1994 and 1995, the average occupancy rates at the Project were more than 99%. All unoccupied manufactured home sites which exist at the date of Closing, if any, will be in leasable condition without it being necessary to make any further improvements to permit a tenant to take possession of, and install a manufactured home on, such home site in accordance with the Seller's standard form lease and the rules and regulations applicable to the Project. (n) To the Seller's knowledge, Exhibit "K" attached hereto contains a complete and accurate list of, and copies of, all licenses, certificates, permits and authorizations from any governmental authority of any kind which are required to operate, use and maintain the Project as a manufactured home park; and all such licenses, certificates, permits and authorizations have been issued and are in full force and effect and on the Closing Date shall, to the extent legally assignable or transferable, be transferred or assigned to Purchaser. Seller shall take all steps and execute all applications and instruments reasonably necessary to achieve such transfer or assignment. Purchaser shall pay all transfer fees required, if any. (o) Exhibit "B" attached hereto contains a true and complete list of all Personal Property used in the operation of the Project; such Personal Property is in good working condition; and the Seller will not sell, transfer, remove or dispose of any item of Personal Property from the Project on or prior to the Closing Date, unless such item is replaced with a similar item of no lesser quality or value. (p) Seller has not, and prior to the Closing Date will not have, discharged, released, generated, treated, stored, disposed of or deposited in, on or under the Project, and to the best of the Seller's knowledge, the Project is free of and does not contain, any "toxic or hazardous substance", asbestos, urea formaldehyde insulation, PCBs, radioactive material, flammable explosives, underground storage tanks, or any other hazardous or contaminated substance (collectively, the "Hazardous Materials") prohibited, limited or regulated under the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, or under any other applicable federal, state or local statutes, regulations or ordinances (collectively the "Environmental Laws"), and there are no substances or conditions in or on the Project which may support a claim or cause of their respective shareholders or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of action under any of the documents Environmental Laws. The Seller has no knowledge of any suit, action or other information provided legal proceeding arising out of or made available related to any Environmental Laws with respect to the Buyers Project which is pending or threatened before any court, agency or government authority, and Seller has not received any notice that the Project is in violation of the Environmental Laws. (q) Seller has furnished or will furnish to Purchaser within five (5) days of the complete execution hereof operating statements from 9/1/95 to 7/28/97 (the "Operating Statements"). The Operating Statements furnished and to be furnished are true, correct and complete in all respects, present fairly and accurately the financial position of the Seller and the operation of the Project as at such dates and the results of its Representatives,operations and earnings for the periods indicated thereon. Seller shall furnish to Purchaser within five (5) days of the complete execution hereof financial statements for The Barchester Corporation for the 12 month periods ending December 31, 1994; December 31, 1995; and December 31, 1996 (the "Financial Statements"). 10.7.2 agree(r) Seller has delivered to Purchaser true, correct and complete copies of the information and material referenced in Section 6.1 hereof. Nothing contained in this Agreement, the Exhibits attached hereto or the information and material delivered or to be delivered to Purchaser pursuant to the fullest extent permitted by lawterms hereof, that none include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. 9.2 The provisions of Section 9.1 and all representations and warranties contained therein shall be true as of the SellersClosing Date and shall survive the closing of the transaction contemplated herein and the conveyance of the Project to Purchaser. The investigation by Purchaser and its employees, agents and representatives, of the Companyfinancial, any physical and other aspects of their shareholders the Project shall not negate or Representatives shall have any liability diminish the representations and warranties contained herein, except that, if Purchaser, its employees, agents or responsibility whatsoever to the Buyers or any representatives, obtain actual knowledge of their Representatives on any basis based upon any information provided or made available, or statements made (including in materials furnished in during the Data Room, in presentations by the Company’s management or otherwise), to the Buyers or any of their Representatives (or any omissions there from), except that the foregoing limitations shall not apply investigation which is contrary to any of the Sellers insofar Seller's representations or warranties herein, Seller's representations and warranties as any such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement, subject always to the limitations that information shall be waived and restrictions contained in Schedule 4shall not be relied upon by Purchaser.