Common use of Vendor’s Obligations Clause in Contracts

Vendor’s Obligations. On Completion, the Vendor shall: (i) deliver or procure to be delivered to the Purchaser : (a) such waivers, consents and any other documents as the Purchaser may require to give good title to the Sale Share free from all Encumbrances, equities and other third party rights of any nature whatsoever and to enable the Purchaser and/or its nominee to be registered as the holder of the Sale Share contemplated under this Agreement; (b) if any of the same has not been provided prior to Completion, such documents as the Purchaser may require evidencing the fulfilment of the Conditions; (c) all the corporate documents, statutory books and records of the Company (which shall be written up to but not including the Completion Date), including without limitation the certificate of incorporation, minutes book, statutory books, registers of members, transfers and directors, common seal, company chop, book of certificates, spare copies of the memorandum and articles of association, audited financial statements and all other books of accounts, corporate records and documents of the Company; (d) written confirmation from the Vendor that it is not aware of any act, matter or circumstances which is in breach of or inconsistent with any of the Warranties; (e) the Permits and other documents with respect to the Target Mine; (f) evidence that all guarantees given by the Company in favour of third parties in respect of the performance of the obligations of the Vendor have been released; (g) certified copy of the members’ resolutions of the Vendor approving this Agreement and the transactions hereby contemplated; (ii) cause all property and assets of the Company remaining on sites controlled by the Vendor to be delivered on or immediately following Completion to the premises of the Company or otherwise as the Vendor and the Purchaser may agree.

Vendor’s Obligations. On Completionthe Completion Date, the Vendor shall: (i) Vendors shall deliver or procure to be delivered to the Purchaser Purchaser: (a) evidence in form and substance satisfactory to the Purchaser of the satisfaction of the conditions specified in Clause 3.1 (other than Clause 3.1(a)); (b) duly executed and valid share transfer forms in respect of the Sale Shares in favour of the Purchaser (or as it may direct) accompanied by the relevant share certificates for the Sale Shares; (c) a working sheet computing the net asset value per share of the Company signed by a director or secretary of such waivers, consents Company; (d) the written resignation of such number of directors and any other documents the secretary as the Purchaser may require to give good title notify to the Sale Share free Vendors in writing from their directorships and/or offices or places of profit under the Company, such resignation to take effect from and on the Completion Date, with acknowledgments signed by each of them in a form satisfactory to the Purchaser to the effect that they have no claim whatsoever against the Company for compensation for loss of office, redundancy or unfair dismissal or otherwise howsoever; (e) if so required by the Purchaser and notified by the Purchaser to the Vendors in writing, the written resignations of the auditors of the Company to take effect from and on the Completion Date with an acknowledgment signed by them in a form satisfactory to the Purchaser to the effect that they have no claim whatsoever against the Company; (f) duly certified copies of the board and shareholders’ resolutions referred to in Clause 5.3; a letter from the company secretary of the Company confirming that the certificates of incorporation, common seals (if any), cheque books and statutory books of the Company (respectively duly up-to-date) are in the Company’s possession; (g) a letter from the company secretary of the Company confirming that all Encumbrancesthe corporate, equities financial and other third party rights accounting books and records (including, if relevant, foreign exchange registration certificate, state and local tax registration certificates, import and export licenses, and foreign currency loan and security registration certificates) of any nature whatsoever the Company and all documents of title relating to its properties are in the Company’s possession; (h) such waivers and consents as may be necessary to enable the Purchaser and/or its nominee nominee(s) to be registered in the register of members of the Company as the holder holders of any and all of the Sale Share contemplated under this AgreementShares; (bi) a list of bank accounts maintained by the Company; and (j) a certificate signed by the Vendors confirming that the Warranties contained in Clause 5 have been complied with and would be correct in all respects as if any repeated on the Completion Date by reference to the circumstances then existing and that all the undertakings on the part of the same has not Vendors contained in Clause 7 have been provided prior to Completion, such documents as the Purchaser may require evidencing the fulfilment of the Conditions; (c) all the corporate documents, statutory books fully performed and records of the Company (which shall be written up to but not including the Completion Date), including without limitation the certificate of incorporation, minutes book, statutory books, registers of members, transfers and directors, common seal, company chop, book of certificates, spare copies of the memorandum and articles of association, audited financial statements and all other books of accounts, corporate records and documents of the Company; (d) written confirmation from the Vendor that it is not aware of any act, matter or circumstances which is in breach of or inconsistent with any of the Warranties; (e) the Permits and other documents with respect to the Target Mine; (f) evidence that all guarantees given observed by the Company in favour of third parties in respect of the performance of the obligations of the Vendor have been released; (g) certified copy of the members’ resolutions of the Vendor approving this Agreement and the transactions hereby contemplated; (ii) cause all property and assets of the Company remaining on sites controlled by the Vendor to be delivered on or immediately following Completion to the premises of the Company or otherwise as the Vendor and the Purchaser may agreeVendors.

Vendor’s Obligations. On Completion, At Completion each of the Vendor shall: Vendors will deliver (i) deliver or procure to be delivered the delivery of) or make available to the Purchaser :or the Purchaser's Solicitors:- 5.2.1 duly executed transfers into the name of the Purchaser (a) such waivers, consents and any other documents or its nominee or as the Purchaser may require direct) in respect of such of the Shares as are shown opposite such Vendor's name in column (3) of Part 3 of Schedule 1 together with definitive certificates for them (or an express indemnity in a form satisfactory to the Purchaser in the case of any certificate found to be missing); 5.2.2 an engrossment of the Deed of Indemnity executed by such Vendor or on such Vendor's behalf; 5.2.3 any other documents which may be required to give good title to the Sale Share free from Shares or otherwise to give effect to the terms of this Agreement (including all Encumbrances, equities waivers or consents and other third party rights all irrevocable powers of any nature whatsoever and attorney which may be reasonably necessary to enable the Purchaser and/or its nominee to exercise all rights incidental to ownership of the Shares or under which any document required to be registered as the holder of the Sale Share contemplated delivered under this Agreement; (b) if any of the same Clause has not been provided prior to Completionexecuted or signed, in each case in such documents form as the Purchaser may require evidencing the fulfilment of the Conditionsreasonably require); 5.2.4 the certificate of incorporation, the certificate of incorporation on change of name, the common seal (cif any), all minute books, share registers, share certificate books (with any unissued share certificates) all the corporate documents, and other statutory books (duly written up to date) and cheque books and other books and records of the Company Company; 5.2.5 all deeds and documents (which shall be written including plans and consents and certificates of title acceptable to the Purchaser) relating to the Properties and up to but not including the Completion Date), including without limitation the certificate date rent and service charge receipts in respect of incorporation, minutes book, statutory books, registers of members, transfers and directors, common seal, company chop, book of certificates, spare copies of the memorandum and articles of association, audited financial statements any leasehold Property and all other books documents of accounts, corporate records and documents title relating to all investments of the Company; (d) written confirmation from 5.2.6 all the Vendor that it is not aware of any act, matter or circumstances which is in breach of or inconsistent with any financial and accounting books and records of the WarrantiesCompany; (e) the Permits and other documents with respect to the Target Mine; (f) evidence that all guarantees given by the Company in favour of third parties in respect of the performance of the obligations of the Vendor have been released; (g) certified copy of the members’ resolutions of the Vendor approving this Agreement and the transactions hereby contemplated; (ii) cause all property and assets 5.2.7 letters signed on behalf of the Company remaining on sites controlled by the Vendor to be delivered on or immediately following Completion to the premises of the Company or otherwise its bankers varying in such manner as the Vendor and the Purchaser may agree.specify all existing bank mandates and authorities;

Vendor’s Obligations. On Completion, Completion the Vendor shall:shall:- (iA) deliver or procure to be delivered to the Purchaser :Purchaser:- (a1) duly executed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser or its nominees together with the related share certificates; (2) such waivers, waivers or consents and any other documents as the Purchaser may require to give good title to the Sale Share free from all Encumbrances, equities and other third party rights of any nature whatsoever and to enable the Purchaser and/or or its nominee nominees to be registered as the holder holders of the Sale Share contemplated under this AgreementShares; (b3) if the Completion Certificate referred to in clause 4.5(A); (4) the Indebtedness Certificate; (5) duly executed and completed memoranda of satisfaction (or equivalent document in any overseas jurisdiction evidencing discharge or release of any security) in respect of that security identified for such treatment in schedule 7 attached to the same has not been provided prior to Completion, Disclosure Letter ("the Security Schedule") in such documents respective form as the Purchaser may require evidencing the fulfilment of the Conditionsshall reasonably require; (c6) duly executed and completed forms of release in such respective form as the Purchaser shall reasonably require releasing the Sale Shares and/or the Sale Group and/or the Vessels from the guarantees and/or security (given with respect to any loans, indebtedness or other obligations of any member of the Vendor's Group) which are identified for such treatment in the Security Schedule; (7) duly executed letters of consent in such respective form as the Purchaser shall reasonably require in respect of the change of control provisions identified in the documents of the Sale Group listed or referred to in paragraph 2 of this Schedule 1; (B) deliver to the Purchaser, certified as correct by the secretary of the relevant company, the minutes of each board meeting referred to in sub- paragraph (F); (C) procure that the Directors and the secretary of each member of the Sale Group submit letters of resignation, subject to the Purchaser's acceptance, retiring from all their offices as such dated as of the Completion Date, and a deed (in the agreed terms) made out in favour of the relevant member of the Sale Group acknowledging that following such loss of office such director or secretary has no claim outstanding for compensation, indemnity or otherwise and without any payment under the Employment Protection (Consolidation) Act 1978 (as amended) (it being understxxx xx xhe Purchaser that to the extent that Vendor does not directly or indirectly own 100% of the share capital of a member of the Sale Group, this obligation shall only apply to directors and/or officers appointed to such company by the Vendor, a member of the Sale Group or an affiliate of the Vendor); (D) procure the resignation of the auditors of each member of the Sale Group of which the Vendor directly or indirectly owns more than 50% of the issued share capital in accordance with section 392 of the Companies Act 1985, accompanied by a written staxxxxxx xursuant to section 394 of that Act that there are no circumstances connected with their resignation which should be brought to the notice of the members or creditors of each such company and that no fees are due to them; (E) deliver to the Purchaser as agent for the Sale Group:- (1) subject to compliance with law, all the corporate documents, statutory and other books and records of the Company (which shall be duly written up to but not including the Completion Date), including without limitation ) of each member of the certificate Sale Group of which the Vendor directly or indirectly owns more than 50% of the issued share capital and their certificate(s) of incorporation, any certificates of incorporation on change of name and common seal(s); (2) certificates in respect of all issued shares in the capital of each member of the Sale Group expressed to be owned directly or indirectly by the Vendor as set out in Schedule 4; (3) transfers of all shares (if any) in any member of the Sale Group not held directly by the Vendor (other than Sale Shares) and which are expressed to be owned indirectly by the Vendor in column (4) of Schedule 3 (other than shares held by another member of the Sale Group whose shares are delivered pursuant to sub clause (2) or (3) hereof); (4) the title deeds to the Properties; (5) certificates of ownership ( issued by the appropriate government or regulatory authority) with respect to each Vessel; (6) a copy (certified as correct by the secretary of the Vendor) of the minutes bookof a duly held meeting of a committee of the board of the Vendor authorising the execution by the Vendor of this Agreement. (7) a receipt in agreed terms duly executed by the Vendor (for itself and each other member of the Vendor's Group) acknowledging repayment of the Indebtedness and confirming that there is as at the Completion Date no other or further indebtedness or other amounts owing by any member of the Sale Group in favour of or to any member of the Vendor's Group on any account whatsoever; and (8) an assignment in terms reasonably required by the Purchaser duly executed by the Vendor or other relevant member of the Vendor's Group of the trade or service marks or trade names OSA, statutory booksOIL or any derivatives thereof in favour of such member or members of the Sale Group as the Purchaser shall specify. (F) procure a board meeting of each member of the Sale Group of which the Vendor owns directly or indirectly more than 50% of the issued share capital to be held at which there shall be:- (1) with respect to those members of the Sale Group whose shares will be transferred to and registered in the name of Purchaser hereunder, registers passed a resolution to register the transfers of the Sale Shares and (subject only to due stamping) to register, in the register of members, transfers and directors, common seal, company chop, book of certificates, spare copies each transferee as the holder of the memorandum and articles of association, audited financial statements and all other books of accounts, corporate records and documents of the Companyshares concerned; (d2) written confirmation from appointed as directors and/or secretary such persons as the Vendor that it is not aware of any actPurchaser may nominate, matter or circumstances which is in breach of or inconsistent with any of the Warrantiessuch appointments to take effect upon Completion; (e3) tendered the Permits resignations and other documents with respect acknowledgements of the directors and secretary referred to the Target Minein sub-paragraph (C); (f4) evidence that all guarantees given by changed the Company in favour of third parties in respect situation of the performance of the obligations of the Vendor have been released; registered office and (g) certified copy of the members’ resolutions of the Vendor approving this Agreement and the transactions hereby contemplated; (ii) cause all property and assets of the Company remaining on sites controlled by the Vendor to be delivered on or immediately following Completion subject to the premises of Companies Acts) the Company or otherwise accounting reference date, each as the Vendor and the Purchaser may agreedirect. (G) procure that any member of the Vendor's Group which uses O.I.L. as part of its corporate name to pass a special resolution to change its name to another name which does not contain O.I.L. or anything similar (save for O.I.L. Shetland Limited as provided in clause 7.5(B)). (H) procure the release and removal from the registry of ships in the relevant country of registration in respect each of the Vessels, the security identified for such treatment in the Security Schedule.

Vendor’s Obligations. On Completion, the Vendor shall: (i) The Vendors shall deliver or procure to be delivered to the Purchaser on the Completion Date: (a) such waivers, consents and any other documents as the Purchaser may require to give good title to the Sale Share free from all Encumbrances, equities and other third party rights of any nature whatsoever and to enable the Purchaser and/or its nominee to be registered as the holder duly executed transfer forms in respect of the Sale Share contemplated under this AgreementShares in favour of the Purchaser (or as it may direct) accompanied by the relevant share certificates for the Sale Shares; (b) if any a working sheet computing the net asset value per share of the same has not been provided prior to Completion, Company signed by a director or secretary of such documents as the Purchaser may require evidencing the fulfilment of the ConditionsCompany; (c) all such duly executed forms and/or authorizations (as the corporate documents, statutory books Purchaser may specify) to effect the filings required by the Accounting and records Corporate Regulatory Authority of Singapore upon the sale and purchase of the Company (which shall be written up to but not including Sale Shares and the Completion Date), including without limitation the certificate of incorporation, minutes book, statutory books, registers of members, transfers and directors, common seal, company chop, book of certificates, spare copies of the memorandum and articles of association, audited financial statements and all other books of accounts, corporate records and documents of the Companytransactions contemplated under this Agreement ; (d) written confirmation from evidence satisfactory to the Vendor Purchaser that it is not aware the insured parties and/or beneficiaries named in such policies of any act, matter or circumstances which is in breach of or inconsistent with any of insurances (as may be specified by the WarrantiesPurchaser and notified to the Vendor) have been duly changed to reflect the beneficiaries and/or insured parties required by the Purchaser; (e) the Permits written resignation of such number of directors and other documents with respect the secretary as the Purchaser may notify to the Target MineVendors in writing from their directorships and/or offices or places of profit under the Company, such resignation to take effect from and on the Completion Date, with acknowledgments signed by each of them in a form satisfactory to the Purchaser to the effect that they have no claim against the Company for compensation for loss of office, redundancy or unfair dismissal or otherwise howsoever; (f) evidence that all guarantees given if so required by the Company Purchaser and notified by the Purchaser to the Vendors in favour of third parties in respect writing, the written resignations of the performance auditors of the obligations of Company to take effect from and on the Vendor Completion Date with an acknowledgment signed by them in a form satisfactory to the Purchaser to the effect that they have been releasedno claim whatsoever against the Company; (g) duly certified copy copies of the membersboard and shareholders’ resolutions of the Vendor approving this Agreement and the transactions hereby contemplatedreferred to in Clause 5.4; (iih) cause all property and assets a letter from the company secretary of the Company remaining on sites controlled by confirming that the Vendor to be delivered on or immediately following Completion to the premises certificates of incorporation, common seals (if any), cheque books and statutory books of the Company or otherwise (respectively duly up-to-date) are in the Company’s possession; (i) a letter from the company secretary of the Company confirming that all the corporate, financial and accounting books and records (including, if relevant, foreign exchange registration certificate, state and local tax registration certificates, import and export licenses, and foreign currency loan and security registration certificates) of the Company and all documents of title relating to its properties are in the Company’s possession; and (j) a certificate signed by the Vendors confirming that excluding SEEDS Capital Pte Ltd, the Vendors Warranties have been complied with and would be correct in all respects as if repeated on the Vendor Completion Date by reference to the circumstances then existing and that all the Purchaser may agreeundertakings on the part of the Vendors, excluding SEEDS’ Capital Pte Ltd contained in Clause 7 have been fully performed and observed by the Vendors.

Vendor’s Obligations. (A) On Completion, Completion the Vendor shall: (i1) deliver or procure to be delivered to the Purchaser :Purchaser:- (a) a certified true copy of the resolutions by the board of directors of the Vendor approving the entering into of this Agreement by the Vendor, the sale of the Sale Shares and all other transactions contemplated under this Agreement. (b) certified true copies of any powers of attorney or other authorities under which the instruments of transfer and sold notes in respect of its portion of the Sale Shares have been executed; and (c) such waiversother documents, consents and any other documents if any, as may reasonably be required by the Purchaser may require to give to the Purchaser and/or its nominee(s) good title to the Sale Share free from all Encumbrances, equities and other third party rights of any nature whatsoever Shares and to enable the Purchaser and/or its nominee nominee(s) to be become the registered as holder(s) thereof; (2) procure that Set Top delivers to the holder Purchaser: (a) transfers of the Sale Share contemplated under this Agreement;Shares duly executed by Set Top in favour of the Purchaser or a person to be designated by it together with the relevant original share certificates and the Stock Power referred to in the agreement dated 28 July 2004 entered into by Mr. K.J. Maa, Set Top, the Company and the Vendor; and (b) if any of the same has not been provided prior to Completion, such documents waivers or Consents as the Purchaser may require evidencing to enable the fulfilment Purchaser or its nominees to be registered as holder of the ConditionsSale Shares. (3) deliver the Deed of Indemnity in the Agreed Form duly executed by the parties thereto (except the Purchaser); (c4) all the corporate documents, statutory books and records procure board meetings of the Company (to be held at which there shall be written up passed a resolution to but not including approve the Completion Date), including without limitation the certificate of incorporation, minutes book, statutory books, registers of members, transfers and directors, common seal, company chop, book of certificates, spare copies transfer of the memorandum and articles of association, audited financial statements Sale Shares and all other books of accounts, corporate records documents and documents of the Company; (d) written confirmation from the Vendor that it is not aware of any act, matter or circumstances which is in breach of or inconsistent with any of the Warranties; (e) the Permits and other documents with respect to the Target Mine; (f) evidence that all guarantees given by the Company in favour of third parties in respect of the performance of the obligations of the Vendor have been released; (g) certified copy of the members’ resolutions of the Vendor approving transactions contemplated under this Agreement and the transactions hereby contemplated; (ii) cause all property and assets of the Company remaining on sites controlled by the Vendor to be delivered on or immediately following Completion to the premises of the Company or otherwise as the Vendor and the Purchaser may agreeAgreement.

Vendor’s Obligations. On Completion, Completion the Vendor shall: (i) deliver or shall procure to that there shall be delivered to the Purchaser :Purchaser:- (a) such waivers8.4.1 a duly executed transfer of the Share in favour of the Purchaser, consents or as it may direct, together with the relative share certificate; 8.4.2 the written resignations of each of the directors and any other documents secretaries of each Group Company from his office as a director or secretary to take effect on the date of Completion with acknowledgements signed by each of them in a form satisfactory to the Purchaser may require to give good title to the Sale Share free from all Encumbranceseffect that he has no claim against any Group Company for compensation for loss of office (whether contractual, equities statutory or otherwise), redundancy or otherwise except only for any accrued remuneration and other third party rights reimbursable business expenses incurred down to the date of Completion; 8.4.3 the written resignations of the auditors of each Group Company to take effect on or before the date of Completion, with acknowledgements signed by each of them in a form satisfactory to the Purchaser to the effect that they have no claim against any Group Company and containing the statement referred to in Section 140A Companies Ordinance to the effect that there are no circumstances connected with their resignation which they consider should be brought to the notice of the members or creditors of any nature whatsoever Group Company; 8.4.4 the certificates of incorporation, corporate seals (if any), cheque books and to enable statutory books of each Group Company (duly written up-to-date), the share certificates in respect of each of the Subsidiaries and transfers of all shares in the Subsidiaries held by nominees in favour of the Purchaser and/or its nominee or as it may direct; 8.4.5 all the financial and accounting books and records of each Group Company and all documents of title relating to the Properties (provided that this requirement may be registered as satisfied by making all such books, records and documents available at the holder offices of the Sale Group Companies); 8.4.6 the Deed of Indemnity duly executed by the Vendor; 8.4.7 a copy of the resolutions of the board of the directors of the Vendor approving the sale of the Share contemplated under pursuant to this Agreement; (b) if any 8.4.8 either a copy of the same has not been provided prior to Completion, such documents as the Purchaser may require evidencing the fulfilment of the Conditions; (c) all the corporate documents, statutory books and records of the Company (which shall be written up to but not including the Completion Date), including without limitation the certificate of incorporation, minutes book, statutory books, registers of members, transfers and directors, common seal, company chop, book of certificates, spare copies of the memorandum and articles of association, audited financial statements and all other books of accounts, corporate records and documents of the Company; (d) written confirmation from the Stock Exchange permitting the Vendor that it is not aware of any act, matter or circumstances which is in breach of or inconsistent with any to obtain approval of the Warranties; (e) the Permits and other documents with respect to the Target Mine; (f) evidence that all guarantees given by the Company in favour of third parties in respect of the performance of the obligations shareholders of the Vendor have been released; of the terms of this Agreement by way of a written certificate of approval by Kwan Xxxx Holdings Limited, Techral Holdings Limited and Fairfax Overseas Limited (g) certified or if such written confirmation is not available, a copy of the members’ resolutions published announcement containing a statement to such effect) together with a copy of such certificate or a copy of the resolution of the shareholders of the Vendor approving the terms of this Agreement and the transactions hereby contemplatedAgreement; (ii) cause all property 8.4.9 a copy of an agreement between Greatsino Electronic Limited and assets Mr Yxx xxxminating the service contract of Mr Xxx xxxh Greatsino Electronic Limited without any liability to any member of the Company remaining on sites controlled Group; and 8.4.10 copies of the documents entered into in connection with the transfer by the Vendor to be delivered on or immediately following Completion to Company of its interests in Greatsino Limited, Greatsino Far East Limited and Portland Pacific Limited which documents shall accord with the premises of principles set out in the Company or otherwise as document in the Vendor and the Purchaser may agreeagreed terms.

Vendor’s Obligations. On At Completion, each of the Vendor shalland the Company shall cause to be delivered to the Purchaser: (a) evidence to the satisfaction of the Purchaser of the satisfaction of the Conditions set out in Clauses 4.1.2 to 4.1.7; (b) a copy of the board resolutions duly passed by the directors of the Vendor approving the sale of the Sale Shares, the allotment and issue of the Subscription Shares by the Company and any other transactions contemplated in this Agreement and authorizing the execution of, and the performance by the Vendor of its obligations under each of the Transaction Documents to which it is a party, certified as a true copy by a director of the Vendor; (c) a copy of the resolutions duly passed by the members of the Vendor approving the sale of the Sale Shares, the allotment and issue of the Subscription Shares by the Company and any other transactions contemplated in this Agreement and authorizing the execution of, and the performance by the Vendor of its obligations under each of the Transaction Documents to which it is a party, certified as a true copy by a director of the Vendor; (d) in respect of the Sale Shares (i) the existing share certificate(s) in respect of the Sale Shares issued in the name of the Vendor; (ii) transfer instrument(s) executed by the Vendor in respect of the transfer of the Sale Shares to the Purchaser or its designated nominee(s); and (iii) any power of attorney under which any such transfer instruments are executed; (e) (if required by the Purchaser) irrevocable power of attorney (in such form as the Purchaser may require) executed by the Vendor in favour of the Purchaser or its designated nominee(s) to enable the Purchaser or its designated nominee(s) (pending registration of the relevant transfer instrument(s)) to exercise all voting and other rights attaching to the Sale Shares and to appoint proxies for this purpose; (f) the written resignations of those directors and secretary of each Group Company who shall not continue his office as a director or secretary (as the case may be) to take effect on the Completion Date, with an acknowledgement signed by each of them to the effect that he has no claim against such Group Company; (g) a certificate of the Vendor confirming that: (i) deliver or procure the Warranties remain true and accurate and not misleading as at the Completion Date; (ii) all covenants and agreements required to be delivered performed by it under this Agreement on or prior to the Purchaser :Completion Date have been performed; (aiii) such waiversit is not aware of the occurrence of any event or any change of circumstances which has a Material Adverse Effect; and (iv) it is not aware of any notice, consents order, judgment, action or proceeding of any court, arbitrator, Governmental Authority, statutory or regulatory body having been served, issued or made which restrains, prohibits or makes unlawful any transaction contemplated by this Agreement or which is reasonably likely to materially and any other documents as adversely affect the right of the Purchaser may require to give good own the legal and beneficial title to the Sale Share Shares and the Subscription Shares, free from Encumbrances; (h) the Deed of Taxation Indemnity, the Vendor CPS Charge and the InnoMed Owner CPS Charge, all Encumbrances, equities duly executed by all parties thereto (other than the Purchaser); (i) service agreement in forms and other third party rights of any nature whatsoever and to enable substance approved by the Purchaser and/or its nominee to be registered as duly executed by the holder relevant Group Company with each member of the Key Management; (j) a copy of the board resolutions of the Company certified true by an existing director of the Company evidencing the approval of (i) the transfer of the Sale Share contemplated under this AgreementShares by the Vendor to the Purchaser or its designated nominee(s); (ii) the subscription of the Subscription Shares by the Purchaser or its designated nominee(s) and the allotment and issue of the Subscription Shares by the Company; (iii) the resignations referred to in Clause 6.2(f); (iii) the appointment of such persons nominated by the Purchaser as new directors of the Company such that not more than one-third of the members of the board of directors of the Company shall be members of the Key Management with the remaining members of the board being persons nominated by the Purchaser; and (iv) alteration of the bank mandates, if any, of the bank accounts of the Group Company with effect from Completion in the manner specified by the Purchaser; (bk) if any a copy of the same has not been provided prior board resolutions of each Group Company other than the Company certified true by an existing director of such Group Company evidencing the approval of (i) the resignations referred to Completion, in Clause 6.2(e); (ii) the appointment of such documents as persons nominated by the Purchaser may require evidencing the fulfilment as new directors of such Group Company such that not more than one-third of the Conditionsmembers of the board of directors of the Company shall be members of the Key Management with the remaining members of the board being persons nominated by the Purchaser; and (iii) alteration of the bank mandates, if any, of such Group Company with effect from Completion in the manner specified by the Purchaser; (cl) all in respect of each Group Company (i) the corporate documents, statutory books and records of the Company minute books (which shall be written up to but not including the Completion Date), including without limitation the certificate of incorporation, minutes book, statutory books, registers of members, transfers and directors, common seal, company chop, book of certificates, spare copies of ; (ii) the memorandum and articles of associationassociation and bye-laws or other equivalent constitutional documents; (iii) the certificate of incorporation (and any certificate of incorporation on change of name) or equivalent documents; (iv) the business registration certificate or licence (if any); (v) tax returns relating to unresolved assessments or for the current and past fiscal years (if any) (vi) common seal (if any); (vii) title documents (if any); and (viii) all material correspondence with external parties, audited financial statements if any, including with its lawyers or accountants or with any tax or revenue departments in relation to the affairs of any of the Group Companies; (m) a certificate of good standing issued by the Registrar of Corporate Affairs in the British Virgin Islands in respect of the Company dated no earlier than seven (7) Business Days prior to the Completion, certifying that the relevant company is on the Register of Companies, has paid all required fees, and is in good standing under the laws of the British Virgin Islands; (n) a certificate of incumbency in respect of the Company dated no earlier than seven (7) Business Days prior to the Completion in form satisfactory to the Purchaser; (o) a copy of the legal opinion(s) issued by the Vendor's counsel(s) dated the Completion Date and addressed to the Company, in form and substance satisfactory to the Purchaser, in accordance with Clause 4.1.4; (p) all other books of accountscertificates, corporate records instruments and documents deliverable to the Purchaser under clause 3 of the Vendor CPS Charge and clause 3 of the InnoMed Owner CPS Charge; (q) a copy of the board resolutions of the Company certified true by an existing director of the Company evidencing the approval of the purchase by the Company of the entire issued share capital in and the InnoMed Shareholder's Loan of InnoMed from the InnoMed Owner; (r) a copy of the board resolutions of InnoMed certified true by an existing director of InnoMed and an existing director of the Company evidencing the approval of the transfer of the entire issued share capital in and assignment of the InnoMed Shareholder's Loan of InnoMed by the InnoMed Owner to the Company; (ds) written confirmation from the Vendor that it is not aware of any act, matter or circumstances which is in breach of or inconsistent with any of the Warranties; (e) the Permits and other documents with respect to the Target Mine; (f) evidence that all guarantees given by the Company in favour of third parties in respect of the performance transfer of all the issued shares in InnoMed to the Company (i) the existing share certificate(s) in respect of all the issued shares which represent the entire issued share capital in InnoMed issued in the name of the obligations of the Vendor have been released; (g) certified copy of the members’ resolutions of the Vendor approving this Agreement and the transactions hereby contemplated; InnoMed Owner; (ii) cause all property and assets transfer instrument(s) executed by the InnoMed Owner in respect of the transfer of the issued shares in (i) above to the Company; (iii) any power of attorney under which any such transfer instruments are executed; (iv) new share certificate(s) which cover all the shares in InnoMed to be transferred to the Company remaining on sites controlled duly allotted and issued by the Vendor to be delivered on or immediately following Completion to Company and approved by the premises board of directors of InnoMed; and (v) deed of assignment of the Company or otherwise as InnoMed Shareholder's Loan, duly executed by the Vendor InnoMed Owner and InnoMed in favour of the Purchaser may agreeCompany; and (t) the Completion Accounts.

Vendor’s Obligations. On At Completion, the Vendor shall: (i) shall deliver or procure cause to be delivered to the Purchaser Purchaser: 5.2.1 a certificate executed by a director or senior officer of Vendor, certifying that the conditions precedent specified in Clause 3.1.2 (ai-iii) such waivers, consents and any other documents as the Purchaser may require to give good title to the Sale Share free from all Encumbrances, equities and other third party rights of any nature whatsoever and to enable the Purchaser and/or its nominee to be registered as the holder have been fulfilled; 5.2.2 duly executed share transfer forms in respect of the Sale Share contemplated under this AgreementShares in favour of the Purchaser (in a form reasonably agreed between the Parties), accompanied by the relevant share certificates in respect of the Sale Shares; (b) if any 5.2.3 to the extent required by law or the constitutive documents of the same has Vendor, a certified true copy of a resolution by the shareholders of the Vendor approving the sale of the Sale Shares to the Purchaser on the terms and subject to the conditions set out herein; 5.2.4 a certified true copy of a resolution by the board of directors of the Vendor approving the sale of the Sale Shares to the Purchaser, and the execution of the Definitive Agreements to which it is a party on its terms and conditions and the transactions contemplated therein; 5.2.5 the written resignations (in a form reasonably agreed between the Parties) of each of the directors of the Company appointed by the Vendor and the written resignations (in a form reasonably agreed between the Parties) of such other persons appointed by the Group Companies from the offices and directorships (and not been provided resignations of employment) of the Group Companies, in each case, as reasonably directed by the Purchaser as soon as reasonably practicable following the date of this Agreement and in any event not less than fifteen (15) Business Days prior to Completion, such documents to take effect from and on the Completion Date with acknowledgements signed by each of them to the effect that he has no claim against the Company or the relevant Group Company for compensation for loss of office, redundancy or unfair dismissal or otherwise howsoever; 5.2.6 the written resignations of the auditors of the Group Companies to take effect from and on the date of appointment of the firm nominated by the Purchaser as the Purchaser may require evidencing the fulfilment auditors of the Conditionsrelevant Group Companies with acknowledgements signed by them to the effect that they have no claim whatsoever against the Company or the relevant Group Company; (c) all the corporate documents, statutory books and records 5.2.7 duly certified true copies of the board resolutions referred to in Clause 5.3; 5.2.8 a deed executed by the Vendor and the Company (confirming that there are no monies due or owing by any Group Company to the Vendor, or by the Vendor to any Group Company, and that the Vendor has no claim against any Group Company and if there are any claims against any Group Company it shall release and disclaim all its rights to such claims, which shall be in the form set out in Appendix A; 5.2.9 a list of all bank accounts maintained by each of the Group Companies and bank statements of each of the relevant Group Companies or written up confirmations as to but not including the Completion Date), including without limitation bank balances of each relevant Group Company on the last Business Day prior to Completion; 5.2.10 the certificate of incorporation, minutes book, statutory books, registers of members, transfers incorporation and directors, common seal, company chop, book of certificates, spare copies of the memorandum and articles of associationassociation and/or other constitutional documents, audited financial statements common seal (if any), cheque books, statutory and minute books, financial, accounting and tax documents and all other books and records of accounts, corporate records each Group Company (respectively duly up-to-date) and documents the share certificates in respect of each of the CompanyGroup Companies; 5.2.11 a Distribution Agreement executed by each Owner Carrier (dor Affiliate of an Owner Carrier) written confirmation from the Vendor that it is not aware of any act, matter or circumstances which is in breach of or inconsistent with any of the Warrantieslisted on Schedule 10; (e) the Permits and other documents with respect to the Target Mine5.2.12 an Owner Carrier Undertaking executed by each Owner Carrier; 5.2.13 an AH Assignment Agreement in the form of Schedule 11 executed by Vendor and the Company; and 5.2.14 a new INFINI dividends agreement (fthe “Infini Dividends Agreement”) evidence that all guarantees given by in the Agreed Form between Vendor and the Company in favour the form of third parties in respect of Schedule 12 (which includes provisions terminating the performance of the obligations of the Vendor have been released; (g) certified copy of the members’ resolutions of the Vendor approving this Agreement and the transactions hereby contemplated; (ii) cause all property and assets of the Company remaining on sites controlled by the Vendor to be delivered on or immediately following Completion to the premises of the Company or otherwise as the Vendor and the Purchaser may agreeexisting INFINI economic benefit agreement).

Vendor’s Obligations. On Completion, Completion the Vendor shallshall subject to the due performance by the Purchaser of its obligations under clause 5.4: (iA) deliver or procure to be delivered to the Purchaser Purchaser: (a1) transfers of the Sale Shares duly executed by the registered holders thereof in favour of the Purchaser or its nominees together with the relative share certificates or an indemnity in respect of any missing certificates; (2) such waivers, waivers or consents and any other documents as the Purchaser may require to give good title to the Sale Share free from all Encumbrances, equities and other third party rights of any nature whatsoever and to enable the Purchaser and/or or its nominee nominees to be registered as holders of the Sale Shares; (3) powers of attorney in Agreed Form; (4) a legal opinion from Xxxxxxx & Xxxxxxx as to the capacity of Group and Vendor to enter into this Agreement in Agreed Form; (5) the signed copy of Deed of Release executed by the Vendor and Group of the Purchaser's Group; and (6) the Subscription Agreement signed by the Vendor and Group. (B) procure that the Directors (other than the Continuing Directors) and the secretary or secretaries of the Company and the Subsidiaries retire from all their offices and employments with the Company and the Subsidiaries; (C) procure the resignation of the auditors of the Company and the Subsidiaries in accordance with s.392 Companies Xxx 0000; (D) deliver to the Purchaser as agent for the Company and the Subsidiaries: (1) all the statutory and other books of the Company and the Subsidiaries and its certificates of incorporation, any certificates of incorporation on change of name and common seals; and (2) certificates in respect of all issued shares in the capital of the Subsidiaries and transfers of all shares in any Subsidiary not registered in the name of the Company or another Subsidiary in favour of such persons as the Purchaser shall direct; (E) procure board meetings of the Company and of the Subsidiaries to be held at which there shall be: (1) passed a resolution to approve, in the case of the Company, the transfers of the Sale Shares and, in the case of the Subsidiaries, the share transfers referred to in clause 5.3(D)(2) and (subject only to due stamping) to register, in the register of members, each transferee as the holder of the Sale Share contemplated under this Agreementshares concerned; (b2) if any of the same has not been provided prior to Completion, appointed as directors and/or secretary such documents persons as the Purchaser may require evidencing nominate such appointments to take effect immediately; and (3) tendered and accepted the fulfilment resignations and acknowledgements of the Conditionsdirectors and secretary referred to in clause 5.3(B) each such acceptance to take effect at the close of the meeting; (cF) all procure the corporate documents, statutory books and records discharge of the Company (which shall be written up to but not including the Completion Date), including without limitation the certificate of incorporation, minutes book, statutory books, registers of members, transfers and directors, common seal, company chop, book of certificates, spare copies of the memorandum and articles of association, audited financial statements and all other books of accounts, corporate records and documents of the Company; (d) written confirmation from the Vendor that it is not aware of any act, matter or circumstances which is in breach of or inconsistent with any of the Warranties; (e) the Permits and other documents with respect to the Target Mine; (f) evidence that all guarantees and like obligations given by the Company in favour or any of third parties the Subsidiaries in respect of the performance obligations of any member of the obligations of the Vendor have been released; (g) certified copy of the members’ resolutions of the Vendor approving this Agreement and the transactions hereby contemplated; (ii) cause all property and assets of the Company remaining on sites controlled by the Vendor to be delivered on or immediately following Completion to the premises of the Company or otherwise as the Vendor and the Purchaser may agreeVendor's Group.

Vendor’s Obligations. On Completion, the Vendor shall: (ia) deliver or procure to be delivered to the Purchaser : (ai) duly completed and signed transfer in respect of the Sale Share or such other documents as may be necessary for the transfer of the Sale Share duly executed by the registered holder thereof in favour of the Purchaser or such other person as it may direct together with the relative share certificate; (ii) contract notes recording the sale and purchase of the Sale Share duly executed by the Vendor (who is the beneficial owner of the Sale Share) in favour of the Purchaser and/or such other person as it may direct; (iii) the Company Indebtedness Assignment duly executed as at the Completion Date by the Vendor and the Company; (iv) such waivers, consents and any other documents as the Purchaser may require to give good title to the Sale Share free from all Encumbrances, equities and other third party rights of any nature whatsoever and to enable the Purchaser and/or its nominee to be registered as the holder of the Sale Share contemplated under this Agreement; (b) if any of the same has not been provided prior to Completion, such documents as the Purchaser may require evidencing the fulfilment of the Conditions; (cv) all the corporate documents, statutory books and records of each of the Company and the Subsidiaries (which shall be written up to but not including the Completion Date), including without limitation the certificate of incorporation, minutes book, statutory books, registers of members, transfers and directors, common seal, company chop, book of certificates, spare copies of the memorandum and articles of association, audited financial statements and all other books of accounts, corporate records and documents of each of the CompanyCompany and the Subsidiaries; (dvi) written confirmation from the Vendor that it is not aware of any act, matter or circumstances which is in breach of or inconsistent with any of the Warranties; (evii) (unless otherwise agreed between the Vendor and the Purchaser) written resignation of all the directors and the company secretary and the auditors of each of the Company and the Subsidiaries nominated by the Vendor taking immediate effect after the appointment of the persons nominated by the Purchaser (in the case of the directors and the company secretary) duly executed by the respective persons confirming that they have no claim or right of action against the Company and the Subsidiaries (as the case may be) for any remuneration or compensation for loss of office, termination of employment or otherwise and that they waive all their claims and rights (if they have any) against the Company and the Subsidiaries (as the case may be); (viii) (unless otherwise agreed between the Vendor and the Purchaser) a letter of authorization to the registered agent of the Company duly signed by the existing administrator of the Company in connection with the change of the administrator with immediate effect to the person nominated by the Purchaser; (ix) the Permits and other documents with respect to the Target MineMines; (fx) evidence that all guarantees given by the Company and/or any of the Subsidiaries in favour of third parties in respect of the performance of the obligations of the Vendor or any other person not being a member of the Group have been released; (gxi) certified copy of the membersboard resolutions and shareholders’ resolutions of the Vendor approving this Agreement and the transactions hereby contemplated; (xii) a cashier order or a solicitors’ cheque for payment of the Vendor’s share of the stamp duty payable on the transfer of the Sale Share (where applicable); (b) cause a board meeting of the Company to be held at which the Directors shall (inter alia): (i) approve the transfer to the Purchaser or its nominee and its registration as member of the Company in respect of the Sale Share (subject to production of duly stamped transfer where applicable) and the issue of the relative certificate; (ii) (unless otherwise agreed between the Vendor and the Purchaser) revoke all existing mandates for the operation of all bank accounts of the Company if so required by the Purchaser and issue new mandates giving authority to persons nominated by the Purchaser; (iii) (unless otherwise agreed between the Vendor and the Purchaser) change the registered office of the Company to such place as is nominated by the Purchaser; (iv) approve and authorise the execution by the Company of the Company Indebtedness Assignment; and (v) (unless otherwise agreed between the Vendor and the Purchaser) appoint such persons as the Purchaser may nominate to be validly appointed as additional Directors and the company secretary and upon such appointment forthwith cause all the Directors and the company secretary nominated by the Vendor to resign from their respective offices without any claim for compensation in connection with such resignation against the Company; (c) procure that immediately following the board meeting referred to in Clause 4.02(b) such meetings of the boards of directors of the Subsidiaries as the Purchaser shall require are convened to deal with such of the matters referred to in Clause 4.02(b) as the Purchaser shall require; (d) cause all property and assets of the Company and any of the Subsidiaries remaining on sites controlled by the Vendor to be delivered on or immediately following Completion to the premises of the Company or otherwise as the Vendor and the Purchaser may agree.

Vendor’s Obligations. On Completion, the Vendor shall: (ia) deliver or procure to be delivered to the Purchaser Purchaser: (ai) duly completed and signed transfer in respect of the Sale Shares or such other documents as may be necessary for the transfer of the Sale Shares duly executed by the registered holder thereof in favour of the Purchaser or such other person as it may direct together with the relative share certificate(s); (ii) contract notes recording the sale and purchase of the Sale Shares duly executed by the Vendor (who is the beneficial owner of the Sale Shares) in favour of the Purchaser and/or such other person as it may direct; (iii) such waivers, consents and any other documents as the Purchaser may reasonably require to give good title to the Sale Share Shares free from all Encumbrances, equities and other third party rights of any nature whatsoever and to enable the Purchaser and/or its nominee to be registered as the holder of the Sale Share Shares contemplated under this Agreement; (b) if any of the same has not been provided prior to Completion, such documents as the Purchaser may require evidencing the fulfilment of the Conditions; (civ) all the corporate documents, statutory books and records of each of the Company and Feishang Copper (which shall be written up to but not including the Completion Date), including without limitation the certificate of incorporation, business registration certificate, minutes book, statutory books, registers of members, transfers and directors, common seal, company chop, book of share certificates, spare copies of the Company’s memorandum and articles of association, audited financial statements and all other books of accountsaccount, corporate records and documents of the CompanyCompany and Feishang Copper respectively; (dv) (unless otherwise agreed between the Vendor and the Purchaser) written confirmation from resignation of all the directors, the Company secretary, the legal representative, the auditors and all the other officers (as the case may be) of each of the Company and Feishang Copper respectively nominated by the Vendor that it is not aware of any act, matter or circumstances which is in breach of or inconsistent with any taking immediate effect after the appointment of the Warrantiespersons nominated by the Purchaser (if necessary) duly executed by the respective persons confirming that they have no claim or right of action against the Company or Feishang Copper (as the case may be) for any remuneration or compensation for loss of office, termination of employment or otherwise and that they waive all their claims and rights (if they have any) against the Company or Feishang Copper (as the case may be); (e) the Permits and other documents with respect to the Target Mine; (f) evidence that all guarantees given by the Company in favour of third parties in respect of the performance of the obligations of the Vendor have been released; (gvi) certified copy of the members’ board resolutions of the Vendor approving this Agreement and the transactions hereby contemplated; (vii) a cheque for payment of the Vendor’s share of the stamp duty payable on the transfer of the Sale Shares; (b) cause a board meeting of the Company to be held at which the Directors shall (inter alia): (i) approve the transfer to the Purchaser or its nominee and its registration as member of the Company in respect of the Sale Shares (subject to production of duly stamped transfer) and the issue of the relative certificate; (ii) change the registered office of the Company to such place as is nominated by the Purchaser; (iii) (unless otherwise agreed between the Vendor and the Purchaser) appoint such persons as the Purchaser may nominate to be validly appointed as additional Directors and the Company secretary and upon such appointment forthwith cause all the Directors and the Company secretary nominated by the Vendor to resign from their respective offices without any claim for compensation in connection with such resignation against the Company; (iv) (unless otherwise agreed between the Vendor and the Purchaser) revoke all existing mandates for the operation of all bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser; and (c) procure that as soon as practicable following the board meeting referred to in Clause 4.02(b) such meeting of the board of directors of Feishang Copper are convened and held at which the directors of Feishang Copper shall (inter alia): (i) (unless otherwise agreed between the Vendor and the Purchaser) appoint such persons as the Purchaser may nominate to be validly appointed as the legal representative, additional directors and other officers of Feishang Copper as may be necessary and forthwith cause the legal representative, the directors and other officers of Feishang Copper nominated by the Vendor to resign from their respective offices with effect from the Completion Date without any claim for compensation in connection with such resignation against Feishang Copper; (ii) (unless otherwise agreed between the Vendor and the Purchaser) revoke all existing mandates for the operation of all bank accounts of Feishang Copper and issue new mandates giving authority to persons nominated by the Purchaser; and (d) cause all property and assets of the Company and Feishang Copper respectively remaining on sites controlled by the Vendor to be delivered on or immediately following Completion to the premises of the Company or otherwise Purchaser in accordance with such manner as may be agreed between the Vendor and the Purchaser may agreePurchaser.

Vendor’s Obligations. On At Completion, the Vendor shallVendors must do all things necessary to transfer to the Purchasers the full, absolute and entire legal interest and beneficial interest in the Assets, free and clear of any Security Interest or Encumbrance (other than a Permitted Encumbrance), and to place the Purchasers in effective control of the Business and the Assets. At Completion the Vendors must: (a) deliver to the relevant Purchaser: (i) deliver or procure to be delivered save for the Permitted Encumbrances, unencumbered title to, possession of and risk in the Assets; (ii) the Stock Listing; (iii) a deed of release (in a form reasonably satisfactory to the Purchaser Purchasers) executed by each holder of the Registered Encumbrances (other than a Permitted Encumbrance) over or affecting the Assets, releasing the Assets from that Registered Encumbrance and undertaking to procure the removal of the Registered Encumbrance from the PPSR in so far as it affects the Assets; (iv) the Accrued Entitlements Listing; (v) all registration documentation in relation to the Plant and Equipment and the Motor Vehicles including, without limitation: (aA) registration papers or certificates of title for any item of Plant and Equipment or any Motor Vehicle; (B) transfer documents for such waiversitems, consents duly executed by the relevant Vendor in favour of the relevant Purchaser; (C) subject to clause 5.9, safety and roadworthy certificates for the Motor Vehicles required under applicable legislation; (vi) the Receivables Listing; (vii) control of the Bank Accounts; (viii) the Business Payables Listing; (ix) a deed of assignment of each Key Lease, duly executed by the relevant Vendor and any third party signatories; (x) to the extent obtained before Completion and not referred to in clause 6.3(a)(ix), the relevant documentation received by the relevant counterparties to the Business Contracts as contemplated by clause 5.7 and 5.8, duly executed by the relevant Vendor and any third party signatories; (xi) a counterpart of each Trade Mark Assignment Deed duly executed by the relevant Vendor; (xii) the ASIC notice containing the transfer number for each Business Name and any other information needed to transfer each Business Name to the relevant Purchaser or if the transfer number has not been received, evidence of the submission of the request to transfer each Business Name; (xiii) evidence of the passing of a resolution for the change of the corporate name of each of T4U Australia and T4U NZ to a name that does not include the words “T4U” or “Tyres” effective from Completion; (xiv) an original executed ASIC Form 205 – Notification of Resolution notifying ASIC of the change of company name of T4U Australia together with a notice authorising the Purchaser to lodge the form with ASIC on behalf of T4U Australia (at the expense of T4U Australia); (xv) evidence satisfactory to the Purchasers that T4U NZ has changed its name by deleting “T4U” or “Tyres” or has agreed to change its name with effect from Completion; (xvi) to the extent obtained prior to Completion, the relevant documentation noted in clause 15; (xvii) such documents as the Purchaser may require be necessary to give good title transfer to the Sale Share free from all Encumbrancesrelevant Purchaser the Telecommunication Accounts and such other communication services (including email), equities and other third party rights utilities or services to the Business; (xviii) in respect of any nature whatsoever each Domain Name, the form of transfer (if any) required by the relevant domain name registry to transfer the licence in respect of that Domain Name to the relevant Purchaser duly signed by the applicable registrant together with all passwords and PIN numbers necessary to enable administer the Purchaser and/or its nominee to be registered as Domain Names; (xix) all Business Records; (xx) the holder of Restriction Deed duly executed by T4U Australia; (xxi) the Sale Share contemplated under this AgreementTTA Deed duly executed by T4U Australia and TTA; (xxii) the TTA Restriction Deed duly executed by TTA; (b) if any transfer the balance of the same has not been provided prior T4U Australian Completion Cash to Completion, such documents as the Purchaser may require evidencing the fulfilment of the Conditionsa bank account nominated by T4U Newco Australia; (c) all transfer the corporate documents, statutory books and records balance of the Company (which shall be written up T4U New Zealand Completion Cash to but not including the Completion Date), including without limitation the certificate of incorporation, minutes book, statutory books, registers of members, transfers and directors, common seal, company chop, book of certificates, spare copies of the memorandum and articles of association, audited financial statements and all other books of accounts, corporate records and documents of the Companya bank account nominated by T4U Newco NZ; (d) written confirmation from take such steps, at their expense, as the Vendor that it is not aware of any act, matter or circumstances which is in breach of or inconsistent with any Purchasers consider reasonably necessary to facilitate registration of the Warranties;Purchasers’ interest in the Assigned Security Interests, including: (ei) the Permits and other documents with respect to the Target Mine; (f) evidence that all guarantees given by the Company in favour of third parties in respect of the performance of the obligations of the Vendor have been released; (g) certified copy of the members’ resolutions of the Vendor approving this Agreement and the transactions hereby contemplatedlodging; (ii) cause all property providing to the Purchasers for lodgement; or (iii) signing and assets delivering to the Purchasers, such document or undertaking required to evidence that, effective from Completion, the Vendors no longer have an interest in the Assigned Security Interests including by way of financing change statement, transfer of security interest from the Vendors’ secured party group under the PPSA and PPSA (NZ) to a secured party group nominated by the Purchasers, filings, registrations, transfers, assignments and discharges (duly executed by the Vendors as applicable), the: (iv) details of the Company remaining on sites controlled by requisite approach; and (v) the Vendor form of any requisite documents (as applicable), having been settled between the parties prior to be delivered on or immediately following Completion, noting that if it is not reasonably practicable to facilitate registration of the Purchasers’ interest in the Assigned Security Interests as and from Completion due to the premises large number of Assigned Security Interests, the Vendors undertake to the Purchasers to use its best endeavours to facilitate the registration within 14 days of Completion; and (e) provide any other documents, and do all things, which may be reasonably necessary to vest in the Purchasers absolute legal title to and the beneficial interest in the Assets free and clear of all Encumbrances (other than the Permitted Encumbrances). The obligation to deliver documents under subclauses 6.3(a)(v) and 6.3(a)(xix) will be satisfied if such documents are left at one of the Company or otherwise as the Vendor and the Purchaser may agreeLeased Properties.

Vendor’s Obligations. On Completion, Completion the Vendor Vendors shall: (iA) deliver to the Purchaser: (1) transfers of the Sale Shares duly executed by the registered holders thereof in favour of the Purchaser or its nominees together with the relative share certificates or (where applicable) an indemnity in respect of lost share certificate in the Agreed Form; (2) such waivers or consents as the Purchaser may properly require having previously notified the Vendors of such a requirement at least 2 Business Days prior to Completion, to enable the Purchaser or its nominees to be registered as holders of the Sale Shares; and (3) executed voting powers of attorney from each Vendor in Agreed Form; (B) procure that the Directors (other than the Continuing Directors) and the secretary or secretaries of the Company and the Subsidiary shall retire from all their offices and employments with the Company and the Subsidiary, each delivering to the Purchaser a deed (in Agreed Form) made out in favour of the Company and the Subsidiary of which he is a Director or the Secretary acknowledging that he has no claim outstanding for compensation or otherwise and without any payment under the Employment Rights Xxx 0000; (C) deliver to the Purchaser as agent for the Company and the Subsidiary: (1) all the statutory and other books (duly written up to date) of the Company and the Subsidiary and their certificates of incorporation, any certificates of incorporation on change of name and common seal(s); (2) certificates in respect of all issued shares in the capital of the Subsidiary or an indemnity in respect of lost share certificates in the Agreed Form; (3) the title deeds to the Premises; (D) deliver or procure the delivery of a service agreement, in the Agreed Form, between DM and the Company, executed by DM; (E) deliver an executed Deed of Surrender in the Agreed Form executed by each Option Holder surrendering their respective entitlement to the Options together with evidence of any payments made to each Option Holder (in each case, after the deduction of any income tax and employer’s or employees national insurance contribution (if any) arising) in respect of such surrender; (F) deliver the Tax Deed duly executed by the Warrantors; (G) deliver an executed Deed of Capitalisation in the Agreed Form executed by each Lender together with copies of forms 88(2) and 403(a) filed with Companies House in respect of the capitalisation and the release of the Debenture; (H) procure board meetings of the Company and of the Subsidiary to be delivered to the Purchaser held at which: (a1) such waiversthere shall be passed a resolution to approve, consents and any other documents as in the Purchaser may require to give good title to case of the Company, the transfers of the Sale Share free from all EncumbrancesShares; and (subject only to due stamping) to register in the register of members, equities and other third party rights of any nature whatsoever and to enable the Purchaser and/or its nominee to be registered each transferee as the holder of the Sale Share contemplated under this Agreementshares concerned; (b2) if any of the same has not been provided prior to Completion, there shall be appointed as directors and/or secretary such documents persons as the Purchaser may require evidencing nominate such appointments to take effect at the fulfilment close of the Conditionsmeeting; (c3) the resignations and acknowledgements of the directors and secretary referred to in paragraph 1(B) shall be tendered and accepted and each such acceptance to take effect at the close of the meeting; (4) all existing authorities to banks shall be revoked and new authorities shall be given to such banks and on such terms as the corporate documents, statutory books Purchaser may direct; (5) the situation of the registered office and records (subject to the Companies Acts) the accounting reference date shall be changed as the Purchaser may direct; (6) Xxxxx Xxxxxxxx shall be appointed as new auditors of each of the Company and the Subsidiary; and (which 7) the service agreements, referred to in paragraph 1(E) shall be written up approved and entered into, and the Company resolves to but not including deliver executed original service agreements to the Completion Dateemployees mentioned in paragraph 1(E). (I) deliver to the Purchaser, including without limitation certified as correct by the certificate of incorporation, minutes book, statutory books, registers of members, transfers and directors, common seal, company chop, book of certificates, spare copies secretary of the memorandum and articles relevant company, the minutes of association, audited financial statements and all other books of accounts, corporate records and documents of the Company;each such board meeting; and (dJ) written confirmation from procure the Vendor that it is not aware discharge of any act, matter or circumstances which is in breach of or inconsistent with any of the Warranties; (e) the Permits and other documents with respect to the Target Mine; (f) evidence that all guarantees and like obligations given by the Company in favour of third parties or the Subsidiary in respect of the performance of the obligations of any other person (and including the Vendor have been released; (g) certified copy of the members’ resolutions of the Vendor approving this Agreement guarantees and the transactions hereby contemplated; (ii) cause all property and assets of the Company remaining on sites controlled by the Vendor obligations stipulated to be delivered on or immediately following discharged at Completion in the Disclosure Letter), such discharge to the premises of the Company or otherwise as the Vendor and the Purchaser may agreebe given in Agreed Form.

Vendor’s Obligations. On Completion, During the Vendor shall: Interim Period the Vendors (iother than 3i) deliver or shall procure that (except with the prior written consent of the Purchaser (not to be delivered unreasonably withheld or delayed) or pursuant to expenditure planned in the 2003 budgets previously disclosed to the Purchaser :Purchaser): (a) such waivers, consents and any other documents as each Company will in reasonable consultation with the Purchaser may require carry on business in the normal course and not do anything outside the normal course of its day to give good title day trading and in a manner consistent with that carried on by the Company prior to the Sale Share free from all Encumbrances, equities and other third party rights date of any nature whatsoever and to enable the Purchaser and/or its nominee to be registered as the holder of the Sale Share contemplated under this Agreement; (b) if any no action will be taken which (save in the ordinary course of trading) results or will result in the same has not been provided prior to Completion, such documents as net assets of each Company being reduced and/or which could have a material adverse effect on the Purchaser may require evidencing the fulfilment financial or trading position or prospects of the Conditionseach Company; (c) all the corporate documentsPurchaser and its agents will, statutory upon reasonable notice, be allowed reasonable access to, and to take copies of, the books and records of each Company including, without limitation, the Company (which shall be written up to but not including the Completion Date), including without limitation the certificate of incorporation, minutes book, statutory books, registers minute books, leases, licences, contracts (other than project sensitive information), details of membersreceivables, transfers intellectual property, tax records, supplier lists and directors, common seal, company chop, book customer lists in the possession or control of certificates, spare copies of the memorandum and articles of association, audited financial statements and all other books of accounts, corporate records and documents of the each Company; (d) written confirmation from the Vendor that it is not aware of Purchaser and its agents will, upon reasonable notice, be allowed reasonable access to any act, matter or circumstances which is in breach of or inconsistent with any premises occupied by each of the WarrantiesCompanies in order to liaise with the officers, agents and employees of the Companies in conjunction with the Vendors; (e) the Permits Vendors will consult, and other documents will cause the Companies to consult, with the Purchaser and its advisers with respect to any action which may materially affect the Target Mine;business of the Companies; and (f) evidence that each Company shall take all guarantees given by reasonable steps to preserve its assets and, in particular but without prejudice to the Company in favour of third parties in respect generality of the performance of the obligations of the Vendor have been released; (g) certified copy of the members’ resolutions of the Vendor approving this Agreement and the transactions hereby contemplated; (ii) cause foregoing, will maintain in force all property and assets of the Company remaining on sites controlled by the Vendor to be delivered on or immediately following Completion to the premises of the Company or otherwise as the Vendor and the Purchaser may agreeinsurance policies normally kept in force.

Vendor’s Obligations. On Completion, the Vendor shall: (ia) deliver or procure to be delivered to the Purchaser : (ai) duly completed and signed transfer in respect of the Sale Shares or such other documents as may be necessary for the transfer of the Sale Shares duly executed by the registered holder thereof in favour of the Purchaser or such other person as it may direct together with the relative share certificate(s); (ii) contract notes recording the sale and purchase of the Sale Shares duly executed by the Vendor (who is the beneficial owner of the Sale Shares) in favour of the Purchaser and/or such other person as it may direct; (iii) such waivers, consents and any other documents as the Purchaser may reasonably require to give good title to the Sale Share Shares free from all Encumbrances, equities and other third party rights of any nature whatsoever and to enable the Purchaser and/or its nominee to be registered as the holder of the Sale Share Shares contemplated under this Agreement; (b) if any of the same has not been provided prior to Completion, such documents as the Purchaser may require evidencing the fulfilment of the Conditions; (c) all the corporate documents, statutory books and records of the Company (which shall be written up to but not including the Completion Date), including without limitation the certificate of incorporation, minutes book, statutory books, registers of members, transfers and directors, common seal, company chop, book of certificates, spare copies of the memorandum and articles of association, audited financial statements and all other books of accounts, corporate records and documents of the Company; (d) written confirmation from the Vendor that it is not aware of any act, matter or circumstances which is in breach of or inconsistent with any of the Warranties; (e) the Permits and other documents with respect to the Target Mine; (f) evidence that all guarantees given by the Company in favour of third parties in respect of the performance of the obligations of the Vendor have been released; (giv) certified copy of the members’ board resolutions of the Vendor approving this Agreement and the transactions hereby contemplated; (iiv) a cheque for payment of the Vendor’s share of the stamp duty payable on the transfer of the Sale Shares; (b) cause all property and assets a board meeting of the Company remaining on sites controlled by the Vendor to be delivered on or immediately following Completion held at which the Directors shall (inter alia): (i) approve the transfer to the premises Purchaser or its nominee and its registration as member of the Company or otherwise in respect of the Sale Shares (subject to production of duly stamped transfer) and the issue of the relative certificate; and (ii) appoint one person as the Vendor and the Purchaser may agreenominate to be validly appointed as an additional Director; and (c) procure that as soon as practicable following the board meeting referred to in Clause 4.02(b) such meeting of the board of directors of the Subsidiary are convened to appoint one person as the Purchaser may nominate to be validly appointed as a new director of the Subsidiary.