Common use of WARRANTIES AND UNDERTAKINGS Clause in Contracts

WARRANTIES AND UNDERTAKINGS. 4.1 The Vendor hereby represents and warrants to and with the Purchaser that as at the date hereof and up to Completion, each of the Warranties is true, correct and accurate and not misleading. 4.2 The Vendor hereby agrees and acknowledges that the Purchaser is entering into this Agreement in reliance on the Warranties and any information or knowledge of the Purchaser in respect of the facts, events or other information referred to in the Warranties shall not prejudice the rights of the Purchaser for any breach of such Warranties. 4.3 Each Warranty shall be construed as a separate representation, warranty or undertaking and shall not be limited or restricted by reference to or inference from the terms of any other Warranties or part of this Agreement. 4.4 Subject to Clause 4.6, the Vendor undertakes with the Purchaser that, it (as shareholder of the Company) shall use its best endeavours to procure that, for so long as the Purchaser holds not less than 20% in the total issued share capital of the Company, the Purchaser shall from time to time have the right to nominate two persons to be appointed as non-executive directors of the board of directors of the Company (the “Purchaser Director(s)”) and for so long as the Purchaser holds less than 20% but equal to or exceed 10% in the total issued share capital of the Company, the Purchaser shall from time to time have the right to nominate one person to be a Purchaser Director, and such Purchaser Director(s) will remain in office after their respective appointment. Subject to: 4.4.1 the fullest extent as permitted by law, the Listing Rules and the bye-laws of the Company; 4.4.2 the Purchaser Directors having satisfied the director eligibility requirements under the Listing Rules and the Purchaser Directors having given consent to act as directors of the Company, the Vendor shall use its best endeavours to procure the Company to complete the procedure for the appointment of the Purchaser Directors designated by the Purchaser as soon as practicable after Completion and in any event no later than 3 months of the Completion Date(or such other date as may be agreed between the Parties hereto). If any of the Purchaser Director(s) are to retire or vacate their office as required by the applicable Laws, Listing Rules or bye-laws of the Company, the Vendor shall use its best endeavours to procure that the Purchaser Director(s) are re-elected or re-appointed as non-executive directors of the Company in the relevant general meeting of the Company. Subject to Clause 4.6, in the event that the Shares held by the Purchaser fall below 20% but equal to or exceed 10% of the total issued share capital of the Company, the Purchaser shall procure the resignation of one of the Purchaser Directors from his/her office of non-executive director of the Company; and in the event that the Shares held by the Purchaser fall below 10% of the total issued share capital of the Company, the Purchaser shall procure the resignation of all the Purchaser Directors from their office of non-executive director of the Company. 4.5 Subject to Clause 4.6, if the total number of directors of the Company is changed to more than ten (10) during the term of this Agreement, the Vendor shall use its best endeavours to procure that such additional number of person(s) as nominated by the Purchaser shall be appointed and will remain in office as additional non-executive director(s) of the Company such that the total number of persons whom the Purchaser may nominate as directors of the Company shall be (i) no less than one-fifth of the total number of directors of the Company from time to time as long as the Purchaser holds not less than 20% in the total issued share capital of the Company; and (ii) no less than one-tenth of the total number of directors of the Company from time to time as long as the Purchaser holds less than 20% but more than or equal to 10% in the total issued share capital of the Company. 4.6 For the purpose of determining the percentage of Shares held by the Purchaser under Clauses 4.4 and 4.5, (i) any shares issued after the date of this Agreement pursuant to any share option scheme or share award scheme of the Company shall be excluded from the sum used in the denominator for the calculation of the percentage of Shares held by the Purchaser; and (ii) any Shares held, directly or indirectly, by Purchaser Ultimate Beneficial Owner shall be included for calculation of the percentage of Shares held by the Purchaser.‌

WARRANTIES AND UNDERTAKINGS. 4.1 The Vendor hereby represents and 13.1 AZ warrants to and with the Purchaser that as at the date hereof and up to Completion, each of the Warranties is true, correct and accurate and not misleading. 4.2 The Vendor hereby agrees and acknowledges that the Purchaser is entering into this Agreement in reliance on the Warranties and any information or knowledge of the Purchaser in respect of the factsTerritory, events except as disclosed in Schedule 14 and subject to the Existing Contracts: (i) it is the owner of and is entitled to license the AZ Trade Marks as listed on a Country by Country basis in Schedule 2, Part B and, to the best of its knowledge, the use of them on or other information referred in relation to AZLAD Products in the Warranties shall such Countries will not prejudice infringe the rights of any other person; (ii) it is the owner of and is entitled to transfer the Technical Information to the Purchaser free and clear of any liens and claims; (iii) to the best of its knowledge, it is the owner of and is entitled to transfer the Regulatory Know-How and the Marketing Data to the Purchaser free and clear of any liens and claims; (iv) it is the owner of and has the right to transfer all the AZ Marketing Authorisations all of which are in force and, to the best of its knowledge, the regulatory dossiers presented to each authority for registering AZLAD Products describe the action of AZLAD Products and set forth their quality, safety and efficacy characteristics; (v) to the best of its knowledge, the financial information listed in Schedule 15 given by AZ to the Purchaser in writing with respect to AZLAD Products was when given true and accurate in all material respects and no circumstance has arisen since such information was supplied which would render such information untrue or inaccurate in any material respect; (vi) no action or proceeding, including government proceedings, having, or that may have, a material adverse effect on AZ's business of manufacturing and selling AZLAD Products, has been commenced or continued during the past two years, nor is any such action or proceeding pending against AZ with respect to AZLAD Products, the Regulatory Know-How, the Technical Information or the Marketing Data; (vii) with respect to AZLAD Products and their manufacture and sale, there is no material non-compliance or alleged non-compliance by AZ with any applicable statute, order or regulation and no material infringement or alleged infringement by AZ of any proprietary right of any third party; 202 (viii) it has no commitment to supply AZLAD Products to customers in the Territory, other than commitments entered into in the ordinary course of business, which is not terminable upon no more than 90 days' notice by it or the Purchaser without compensation for breach of contract; (ix) to the best of its knowledge, the AZ Trade Marks, the Marketing Authorisations, Regulatory Know-How and Technical Information comprise all of such Warrantiesitems and information necessary for the operation of the AZLAD business as conducted by AZ; (x) the Existing Contracts, true copies of which have been made available for review by the Purchaser, are all of the agreements entered into by AZ which will impose limitations or obligations of an onerous or long-term nature on the Purchaser in connection with its operation of the business of manufacturing and selling LAD Products; and (xi) having regard to the AZLAD Products business of AZ as a whole and excluding general business trends, there has been no material adverse change in such business occurring since 14th August 2000. 4.3 13.2 Each Warranty shall Party hereby warrants to the other that: (i) it is validly existing and in good standing under the jurisdiction of its incorporation and has all requisite power and authority, corporate or otherwise, to execute, deliver and perform this Agreement; (ii) the execution, delivery and performance by it of this Agreement will not violate any provision of any law or regulation presently in effect having applicability to it or any provision of its charter or by-laws or similar organisational document or result in a breach of any obligation or restriction binding it; (iii) this Agreement is a legal, valid and binding obligation of such party, enforceable against it in accordance with its terms and conditions; and (iv) it is not under any obligation to any person, contractual or otherwise, or under any court order or decree which would be construed as a separate representation, warranty violated by or undertaking prevent the entering into of this Agreement and shall not the consummation of the transactions described herein or which it knows to be limited conflicting or restricted by reference to or inference from inconsistent in any respect with the terms of any other Warranties or part of this Agreement. 4.4 Subject to Clause 4.6, the Vendor undertakes with the Purchaser that, it (as shareholder of the Company) shall use its best endeavours to procure that, for so long as the Purchaser holds not less than 20% in the total issued share capital of the Company, the Purchaser shall from time to time have the right to nominate two persons to be appointed as non-executive directors of the board of directors of the Company (the “Purchaser Director(s)”) and for so long as the Purchaser holds less than 20% but equal to or exceed 10% in the total issued share capital of the Company, the Purchaser shall from time to time have the right to nominate one person to be a Purchaser Director, and such Purchaser Director(s) will remain in office after their respective appointment. Subject to: 4.4.1 the fullest extent as permitted by law, the Listing Rules and the bye-laws of the Company; 4.4.2 the Purchaser Directors having satisfied the director eligibility requirements under the Listing Rules and the Purchaser Directors having given consent to act as directors of the Company, the Vendor shall use its best endeavours to procure the Company to complete the procedure for the appointment of the Purchaser Directors designated by the Purchaser as soon as practicable after Completion and in any event no later than 3 months of the Completion Date(or such other date as may be agreed between the Parties hereto). If any of the Purchaser Director(s) are to retire or vacate their office as required by the applicable Laws, Listing Rules or bye-laws of the Company, the Vendor shall use its best endeavours to procure that the Purchaser Director(s) are re-elected or re-appointed as non-executive directors of the Company in the relevant general meeting of the Company. Subject to Clause 4.6, in the event that the Shares held by the Purchaser fall below 20% but equal to or exceed 10% of the total issued share capital of the Company, the Purchaser shall procure the resignation of one of the Purchaser Directors from his/her office of non-executive director of the Company; and in the event that the Shares held by the Purchaser fall below 10% of the total issued share capital of the Company, the Purchaser shall procure the resignation of all the Purchaser Directors from their office of non-executive director of the Company. 4.5 Subject to Clause 4.6, if the total number of directors of the Company is changed to more than ten (10) during the term of this Agreement, the Vendor shall use its best endeavours to procure that such additional number of person(s) as nominated by the Purchaser shall be appointed and will remain in office as additional non-executive director(s) of the Company such that the total number of persons whom the Purchaser may nominate as directors of the Company shall be (i) no less than one-fifth of the total number of directors of the Company from time to time as long as the Purchaser holds not less than 20% in the total issued share capital of the Company; and (ii) no less than one-tenth of the total number of directors of the Company from time to time as long as the Purchaser holds less than 20% but more than or equal to 10% in the total issued share capital of the Company. 4.6 For the purpose of determining the percentage of Shares held by the Purchaser under Clauses 4.4 and 4.5, (i) any shares issued after the date of this Agreement pursuant to any share option scheme or share award scheme which it knows would impede the diligent and complete fulfilment of the Company shall be excluded from the sum used in the denominator for the calculation of the percentage of Shares held by the Purchaser; and (ii) any Shares held, directly or indirectly, by Purchaser Ultimate Beneficial Owner shall be included for calculation of the percentage of Shares held by the Purchaser.‌its obligations hereunder.

WARRANTIES AND UNDERTAKINGS. 4.1 The Vendor hereby 5.1 Each of the Selling Management Shareholders severally warrants, represents and warrants undertakes to and with the Purchaser that as at of the date hereof:- 5.1.1 he has full power and authority to enter into and perform this Agreement and this Agreement when executed will constitute a valid, binding and enforceable obligation on such Selling Management Shareholder; 5.1.2 he is entitled to sell and transfer to the Purchaser, on the terms of this Agreement without the consent of any third party, the unencumbered legal and beneficial ownership of his Sale Shares free from any Lien; 5.1.3 there is no outstanding indebtedness of such Selling Management Shareholder to the Company and there is no outstanding indebtedness of the Company to such Selling Management Shareholder, apart from remuneration accrued and expenses incurred by such Selling Management Shareholder on behalf of the Company (such amount of remuneration and accrued expenses not exceeding in aggregate Pound Sterling 500,000); and 5.1.4 there is not, nor is there any agreement or arrangement to create, any Lien under the laws of Luxembourg or any other jurisdiction on, over or affecting any of the Sale Shares held by such Selling Management Shareholder and no person is entitled to claim any of the foregoing. 5.2 In consideration of the Purchaser entering into this Agreement and agreeing to make payments to the Company in accordance with the provisions of Clause 5.10 of and Part A of Schedule 5 to the Shareholder Agreement, the Company and (to the extent specified in Schedule 4) certain of the Selling Management Shareholders warrant, represent and undertake that the warranties set out in Schedule 2 are true, accurate and not misleading as of the date hereof subject to disclosures made in the Disclosure Letter of even date herewith. The warranties given by the Selling Management Shareholders and up set out in Clause 5.1 and the warranties given by the Company and set out in Schedule 2 are hereinafter sometimes referred to Completion, each collectively as "the Warranties". 5.3 Each of the Warranties is true, correct shall be separate and accurate severable and shall not misleadingbe limited by reference to or inference from any other Warranty. 4.2 The Vendor hereby agrees 5.4 Each Selling Management Shareholder and the Company acknowledges that the Purchaser is entering into this Agreement in reliance on upon the Warranties and any information given by him or knowledge it, all of which have been made and/or given with the intention of inducing the Purchaser in respect of the facts, events or other information referred to in the Warranties shall not prejudice the rights of the Purchaser for any breach of such Warranties. 4.3 Each Warranty shall be construed as a separate representation, warranty or undertaking and shall not be limited or restricted by reference to or inference from the terms of any other Warranties or part of enter into this Agreement. 4.4 Subject 5.5 The liability of each Selling Management Shareholder under Clause 5.1 shall be limited to Clause 4.6the amount received by him for the sale of his Sale Shares and such amounts received by each Selling Management Shareholder shall not be deemed to be reduced by any Tax paid thereon as a consequence of the transfer of such, Sale Shares pursuant to this Agreement. 5.6 The Company and each of the Vendor Selling Management Shareholders undertakes with the Purchaser that, should any of them become aware of any circumstances giving or likely to give rise to a claim for breach of a Warranty given by it (as shareholder of the Company) shall use its best endeavours to procure thator him, for so long as the Purchaser holds not less than 20% in the total issued share capital of the Company, the Purchaser shall from time to time have the right to nominate two persons to be appointed as non-executive directors of the board of directors of the Company (the “Purchaser Director(s)”) and for so long as the Purchaser holds less than 20% but equal to it or exceed 10% in the total issued share capital of the Company, the Purchaser shall from time to time have the right to nominate one person to be a Purchaser Director, and such Purchaser Director(s) he will remain in office after their respective appointment. Subject to: 4.4.1 the fullest extent as permitted by law, the Listing Rules and the bye-laws of the Company; 4.4.2 the Purchaser Directors having satisfied the director eligibility requirements under the Listing Rules and the Purchaser Directors having given consent to act as directors of the Company, the Vendor shall use its best endeavours to procure the Company to complete the procedure for the appointment of the Purchaser Directors designated by notify the Purchaser as soon as practicable after becoming so aware. 5.7 The aggregate liability of the Company and the Co-Warrantors (as defined in Schedule 4) pursuant to Clause 5.2 shall not exceed Pound Sterling 18,000,000. 5.8 No claim may be made against the Company or the Co-Warrantors (as defined in Schedule 4 to this Agreement) pursuant to this Clause 5: (a) unless notice of such claim is served on the Company and the Co-Warrantors in writing specifying in reasonable detail the nature of such claim and the amount claimed before: (i) in respect of all Warranties relating to taxation, six years; and (ii) otherwise, two years; from the Completion Date; (b) unless such notice is served as soon as reasonably practicable, and in any event no later than 3 months of the Completion Date(or such other date as may be agreed between the Parties hereto). If any within sixty (60) days, of the Purchaser Director(sor any of its officers receiving actual knowledge thereof; (c) are unless notice of such claim is served on the Company and the Co-Warrantors in accordance with this Clause 5.8 and within twelve (12) months thereafter legal proceedings in respect of such claim shall have been issued and served upon the Company or the Co-Warrantors or the Purchaser and the Company or the Co-Warrantors have agreed to retire or vacate their office settle such claim; or (d) which arises from a breach which is capable of remedy unless and until the Company is given notice of such breach and such breach is not remedied within thirty (30) days of the date upon which notice is received. 5.9 The service of a notice of claim on the Company pursuant to Clause 5.8 shall result in the suspension of the requirement to issue and serve legal proceedings in respect of the underlying cause of action referred to in Clause 5.8(c). Provided that the requirements of Clause 5.8 have been met, no delay resulting from implementation by the Purchaser of the set-off against the Contingent Deferred Payments, as permitted by paragraph 3 and required by paragraph 4 of Schedule 4, shall give rise to a defence against the applicable Laws, Listing Rules Purchaser's subsequent attempts under paragraphs 5 or bye-laws 6 of Schedule 4 to collect the balance owed with respect to any claim. 5.10 Once notice of a claim has been served on or brought against the Company, the Vendor Company shall use not distribute any Contingent Deferred Payments then or thereafter in its best endeavours to procure possession or under its control until such claim has been paid in full or withdrawn. The foregoing notwithstanding, the Company may distribute that portion, if any, of the Purchaser Director(sContingent Deferred Payments which exceed the sum of the Determined Amount (as defined in Schedule 4) are re-elected plus interest thereon and costs of collection as provided by paragraph 7 of Schedule 4. 5.11 The limitations contained in Clauses 5.5, 5.7 and 5.8 shall not apply where there has been fraud or re-appointed as deceit or wilful non-executive directors disclosure on the part of (as the Company in case may be) the relevant general meeting of Selling Management Shareholder or the Company. Subject to Clause 4.6, in the event that the Shares held by The mechanism under which the Purchaser fall below 20% but equal will off-set such amounts owed to or exceed 10% it in respect of any breach of the total issued share capital of the Company, the Purchaser shall procure the resignation of one of the Purchaser Directors from his/her office of non-executive director of the Company; and Warranties is as set out in the event that the Shares held by the Purchaser fall below 10% of the total issued share capital of the Company, the Purchaser shall procure the resignation of all the Purchaser Directors from their office of non-executive director of the Company. 4.5 Subject Schedule 4 to Clause 4.6, if the total number of directors of the Company is changed to more than ten (10) during the term of this Agreement, the Vendor shall use its best endeavours to procure that such additional number of person(s) as nominated by the Purchaser shall be appointed and will remain in office as additional non-executive director(s) of the Company such that the total number of persons whom the Purchaser may nominate as directors of the Company shall be (i) no less than one-fifth of the total number of directors of the Company from time to time as long as the Purchaser holds not less than 20% in the total issued share capital of the Company; and (ii) no less than one-tenth of the total number of directors of the Company from time to time as long as the Purchaser holds less than 20% but more than or equal to 10% in the total issued share capital of the Company. 4.6 For the purpose of determining the percentage of Shares held by the Purchaser under Clauses 4.4 and 4.5, (i) any shares issued after the date of this Agreement pursuant to any share option scheme or share award scheme of the Company shall be excluded from the sum used in the denominator for the calculation of the percentage of Shares held by the Purchaser; and (ii) any Shares held, directly or indirectly, by Purchaser Ultimate Beneficial Owner shall be included for calculation of the percentage of Shares held by the Purchaser.‌

WARRANTIES AND UNDERTAKINGS. 4.1 The Vendor hereby 10.1 Each Warrantor represents and warrants to and with the Purchaser that as at the date hereof and up to Completionthat, each of the Warrantors’ Warranties is is, and will continue to be, true, correct and accurate and not misleadingmisleading in all respects at all times up to and including the Completion Date. 4.2 10.2 The Vendor hereby agrees Warrantors’ Warranties are given subject to matters Disclosed but no other information relating to the Seller or any Target Group Entity of which the Purchaser has knowledge (actual or constructive) and no investigation by or on behalf of the Purchaser shall prejudice any valid Claim made by the Purchaser under the Warrantors’ Warranties or operate to reduce any amount recoverable, and liability in respect thereof shall not be confined to breaches discovered before Completion. For the avoidance of doubt, no letter, document or other communication (whether or not in writing) shall be deemed to constitute a Disclosure against any Warrantors’ Warranty unless the same is expressly and specifically referred to in relation to that Warrantors’ Warranty in the Disclosure Letter. 10.3 The Purchaser represents and warrants to the Warrantors that, each of the Purchaser’s Warranties is, and will continue to be, true, accurate and not misleading in all respects at all times up to and including the Completion Date. 10.4 Each Warrantor represents and warrants to the Purchaser that all information relating to each of the Target Group Entities or their assets or affairs which falls with the scope of any written request received by any Warrantor or their respective advisors from the Purchaser or its advisors to provide information for the purposes of the Purchaser’s conduct of due diligence, has been provided to the Purchaser or its advisors in response to such written requests. 10.5 Each of the Warrantors’ Warranties set out in Part 1 of Schedule 7 is separate and independent and, except as expressly provided to the contrary in this Agreement, is not limited: (a) by reference to any other paragraph of Schedule 7; or (b) by anything in this Agreement. 10.6 Where any statement in the Warrantors’ Warranties or any confirmation or certificate given by the Warrantors is qualified by the expression “to the Warrantors’ best knowledge”, “to the best of the knowledge of the Warrantors” or “so far as the Warrantors are aware” or any similar expression, the Warrantors shall be deemed to have knowledge of: (a) anything of which any Warrantor has knowledge; and (b) anything of which any Warrantor ought reasonably to have knowledge given its particular position in and responsibilities to the Target Group Entities; and (c) anything of which any Warrantor would have had knowledge had it made due and careful enquiry of Mr. Xxxxx Xxxxxxxx, Xx. Xxxxxx Xxxxxxx or Xx. Xxxxx Xxxxxx immediately before giving the statement. 10.7 Each Party acknowledges that the Purchaser other Party is entering into this Agreement on the basis of and in reliance on upon representations in the terms of the Warranties and any information given hereunder by each of them. 10.8 Subject to Clause 10.9, each party (being the Warrantors as a single block or knowledge of the Purchaser) (the “Breaching Party”) undertakes to the other party (being the Purchaser or the Warrantors as a single block) (the “Claimant”) to pay to the Claimant damages in respect of a claim for breach of any Warranty on any other basis, that, if there is a breach of any Warranty, it shall pay in immediately available funds to the factsClaimant, events or or, to any other information referred person as directed by the Claimant, a sum equal to the aggregate of: (a) the amount which, if received, would be necessary to put the Claimant into the financial position which would have existed had there been no breach of the Warranty in question; and (b) all Losses (to the extent not already recovered pursuant to Clause 10.8(a)). 10.9 The liability of the Warrantors in respect of a Claim for Losses under the Warrantors’ Warranties shall not prejudice the rights of the Purchaser for any breach of such Warrantiesbe limited as provided in Schedule 8. 4.3 10.10 Each Warranty shall be construed as a separate representationWarrantor hereby irrevocably waives any and all claims against, warranty or undertaking and shall not be limited or restricted by reference to or inference from the terms of any other Warranties or part of this Agreement. 4.4 Subject to Clause 4.6, the Vendor undertakes with the Purchaser that, it (as shareholder of the Company) shall use its best endeavours to procure that, for so long as the Purchaser holds not less than 20% in the total issued share capital of the Company, the Purchaser shall from time to time have the right to nominate two persons to be appointed as non-executive directors of the board of directors of the Company (the “Purchaser Director(s)”) and for so long as the Purchaser holds less than 20% but equal to or exceed 10% in the total issued share capital of the Companyseek any contribution from, the Purchaser shall from time to time have the right to nominate one person to be a Purchaser Director, and such Purchaser Director(s) will remain in office after their respective appointment. Subject to: 4.4.1 the fullest extent as permitted by law, the Listing Rules and the bye-laws of the Company; 4.4.2 the Purchaser Directors having satisfied the director eligibility requirements under the Listing Rules and the Purchaser Directors having given consent to act as directors of the Company, the Vendor shall use its best endeavours to procure the Company to complete the procedure for the appointment of the Purchaser Directors designated by the Purchaser as soon as practicable after Completion and in any event no later than 3 months of the Completion Date(or such other date as may be agreed between the Parties hereto). If any of the Purchaser Director(sTarget Group Entities or any of their respective legal representative, directors, principals or other officers (as applicable) are to retire or vacate their office as required employees (each a “Relevant Party”) which any Warrantor may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice provided by the applicable Laws, Listing Rules or bye-laws of the Company, the Vendor shall use its best endeavours to procure that the Purchaser Director(s) are re-elected or re-appointed as non-executive directors of the Company in the relevant general meeting of the Company. Subject to Clause 4.6, in the event that the Shares held by the Purchaser fall below 20% but equal to or exceed 10% of the total issued share capital of the Company, the Purchaser shall procure the resignation of one of the Purchaser Directors from his/her office of non-executive director of the Company; and in the event that the Shares held by the Purchaser fall below 10% of the total issued share capital of the Company, the Purchaser shall procure the resignation of all the Purchaser Directors from their office of non-executive director of the Company. 4.5 Subject to Clause 4.6, if the total number of directors of the Company is changed to more than ten (10) during the term of this Agreement, the Vendor shall use its best endeavours to procure that such additional number of person(s) as nominated by the Purchaser shall be appointed and will remain in office as additional non-executive director(s) of the Company such that the total number of persons whom the Purchaser may nominate as directors of the Company shall be (i) no less than one-fifth of the total number of directors of the Company from time to time as long as the Purchaser holds not less than 20% in the total issued share capital of the Company; and (ii) no less than one-tenth of the total number of directors of the Company from time to time as long as the Purchaser holds less than 20% but more than or equal to 10% in the total issued share capital of the Company. 4.6 For any Relevant Party for the purpose of determining the percentage of Shares held by the Purchaser under Clauses 4.4 and 4.5, (i) assisting any shares issued after the date of this Agreement pursuant Warrantor to any share option scheme make a representation or share award scheme of the Company shall be excluded from the sum used in the denominator for the calculation of the percentage of Shares held by the Purchaser; and (ii) any Shares held, directly give a Warrantors’ Warranty or indirectly, by Purchaser Ultimate Beneficial Owner shall be included for calculation of the percentage of Shares held by the Purchaser.‌make a Disclosure.

WARRANTIES AND UNDERTAKINGS. 4.1 (A) The Vendor hereby represents and Company warrants to and undertakes with the Purchaser that as at the date hereof and up to Completion, each of the Warranties is true, correct Managers as follows:- [to track warranties from International Underwriting Agreement] (B) The obligations of OUB under Clause 2 and the obligations of the Managers under Clause 6 are made on the basis of the warranties contained in sub-Clause (A) above and with the intention that the same shall remain true and accurate in all respects up to and including the Closing Date, and the Company undertakes to and agrees with each of the Managers:- (i) to use all reasonable endeavours not to permit any Specified Event to occur before the Closing Date; and (ii) to forthwith give notice to OUB of any Specified Event which has occurred or come to its knowledge prior to the Closing Date and to forthwith take such steps as OUB may reasonably require to remedy and/or publicise the same without prejudice to OUB's rights and remedies under or pursuant to this Agreement.] (C) The Company undertakes to and agrees with each of the Managers to fully and effectually indemnify each of the Managers from and against all losses, claims, costs (including legal costs on a full indemnity basis), charges, liabilities, actions and demands which any of the Managers may incur or suffer or which may be made against any of the Managers in connection with or arising out of the issue of the Singapore Prospectus or the Invitation or any breach of the warranties contained in sub-Clause (A) above or any failure or delay by the Company in performing the Company's undertakings in sub-Clause (E) below, save and except for any loss or damage arising out of any wilful default, fraud or negligence on the part of the relevant Manager. (D) The warranties in sub-Clause (A) above shall be deemed to be repeated on and as of the Closing Date and the obligations of the Company in respect thereof shall continue in full force and effect notwithstanding completion of the subscription of the New Shares under this Agreement or any investigation by any of the Managers. (E) The Company hereby undertakes to OUB:- (i) not to vary or issue any supplement to the Singapore Prospectus without the prior consent in writing of OUB, such consent not to be unreasonably withheld, and not misleading.to disclose, announce or otherwise disseminate any information concerning the Company and its subsidiaries or the New Shares pending the issue of the Singapore Prospectus or any information which is not contained in the Singapore Prospectus or which may in the opinion of OUB be inconsistent with the information contained therein, without the consent of OUB, such consent not to be unreasonably withheld; 4.2 The Vendor hereby agrees and acknowledges that the Purchaser is entering into this Agreement in reliance on the Warranties and (ii) to supply OUB with any information or knowledge of document which it may reasonably require affecting the Purchaser in respect of the facts, events accounts or other information referred to in the Warranties shall not prejudice the rights of the Purchaser for any breach of such Warranties. 4.3 Each Warranty shall be construed as a separate representation, warranty or undertaking and shall not be limited or restricted by reference to or inference from the terms of any other Warranties or part of this Agreement. 4.4 Subject to Clause 4.6, the Vendor undertakes with the Purchaser that, it (as shareholder of the Company) shall use its best endeavours to procure that, for so long as the Purchaser holds not less than 20% in the total issued share capital of the Company, the Purchaser shall from time to time have the right to nominate two persons to be appointed as non-executive directors of the board of directors affairs of the Company (and to do all such other things and sign or execute such documents as may reasonably be required by OUB in order to complete the “Purchaser Director(s)”) and for so long as the Purchaser holds less than 20% but equal to or exceed 10% in the total issued share capital of the Company, the Purchaser shall from time to time have the right to nominate one person to be a Purchaser Director, and such Purchaser Director(s) will remain in office after their respective appointment. Subject to: 4.4.1 the fullest extent as permitted by law, the Listing Rules and the bye-laws of the CompanyInvitation; 4.4.2 the Purchaser Directors having satisfied the director eligibility requirements under the Listing Rules and the Purchaser Directors having given consent (iii) to act as directors of the Company, the Vendor shall use its their best endeavours to procure the Company share registrar to complete the procedure for the appointment of the Purchaser Directors designated by the Purchaser as soon as practicable after Completion do all such acts and in any event no later than 3 months of the Completion Date(or such other date things as may be agreed between required by OUB in connection with the Parties hereto). If any Invitation and the transactions associated with the New Shares including the expeditious processing of the Purchaser Director(sapplications for the New Shares; (iv) are to retire or vacate use their office as required by the applicable Laws, Listing Rules or bye-laws of the Company, the Vendor shall use its best endeavours to procure that obtain and maintain the Purchaser Director(s) are re-elected or re-appointed as non-executive directors listing and quotation of the New Shares on the Stock Exchange; (v) not to take any action to permit a public offering of the New Shares or distribute the Singapore Prospectus or any document or form relating to the New Shares or other material relating to the Invitation in any country or jurisdiction except in Singapore or any other country or jurisdiction where such offering or distribution is permitted; (vi) except for the Option Shares and any Shares to be issued by the Company pursuant to the exercise of options granted pursuant to the Chartered Semiconductor Manufacturing Ltd Share Option Plan 1999, not issue at any time on or before the expiry of 60 days after the Closing Date, any marketable securities (in the relevant general meeting of the Company. Subject to Clause 4.6form of, in the event that the Shares held by the Purchaser fall below 20% but equal to or exceed 10% of the total issued share capital of the Companyrepresented or evidenced by, the Purchaser shall procure the resignation of one of the Purchaser Directors from his/her office of non-executive director of the Company; and in the event that the Shares held by the Purchaser fall below 10% of the total issued share capital of the Companybonds, the Purchaser shall procure the resignation of all the Purchaser Directors from their office of non-executive director of the Company. 4.5 Subject to Clause 4.6notes, if the total number of directors of the Company is changed to more than ten (10debentures, loan stock or other securities) during the term of this Agreement, the Vendor shall use its best endeavours to procure that such additional number of person(s) as nominated by the Purchaser shall be appointed and will remain in office as additional non-executive director(s) of the Company such that the total number of persons whom the Purchaser may nominate as directors of the Company shall be (i) no less than one-fifth of the total number of directors of the Company from time to time as long as the Purchaser holds not less than 20% in the total issued share capital of the Company; and (ii) no less than one-tenth of the total number of directors of the Company from time to time as long as the Purchaser holds less than 20% but more than or equal to 10% in the total issued share capital of the Company. 4.6 For the purpose of determining the percentage of Shares held by the Purchaser under Clauses 4.4 and 4.5, (i) any shares issued after the date of this Agreement pursuant to any share option scheme or share award scheme of the Company shall be excluded from the sum used in the denominator for the calculation of the percentage of Shares held by the Purchaser; and (ii) any Shares held, directly or indirectly, by Purchaser Ultimate Beneficial Owner shall be included for calculation of the percentage of Shares held by the Purchaser.‌or

WARRANTIES AND UNDERTAKINGS. 4.1 5.1 The Vendor parties hereby represents warrant, represent and warrants undertake to and with for the Purchaser that as at the date hereof and up to Completion, benefit of each other in terms of the Warranties is true, correct and accurate and not misleading. 4.2 The Vendor hereby agrees and acknowledges acknowledge that the Purchaser is parties are entering into this Agreement in reliance upon each of the Warranties each of which is given on the basis that it is now. 5.2 The Company Warranties and the Subscriber Warranties are deemed to be repeated by the Company and the Subscriber immediately before Completion by reference to the facts and circumstances then existing unless any information Company Warranty or knowledge Subscriber Warranty (as the case may be) specifies a date, in which case as of or by reference to such date. 5.3 Each party undertakes that it shall comply with the Takeovers Code and the Listing Rules from time to time. The Subscriber further undertakes that it will not exercise the Subscription Warrants to an extent as would result in an obligation to make a mandatory general offer under Rule 26 of the Purchaser in respect of the facts, events or other information referred to in the Warranties shall not prejudice the rights of the Purchaser for any breach of such WarrantiesTakeovers Code. 4.3 5.4 Each Warranty shall be construed as a separate representation, warranty or undertaking and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranties Warranty or part any other terms of this Agreement. 4.4 Subject to Clause 4.6, the Vendor 5.5 The Company undertakes with the Purchaser Subscriber that: (A) the Company will pay: (1) any stamp, it (as shareholder issue, registration, documentary or other Taxes and duties, including interest and penalties in Hong Kong and all other relevant jurisdictions payable on or in connection with the creation, allotment and issue of the CompanySubscription Warrants or the execution or delivery of this Agreement; and (2) in addition to any amount payable by it under this Agreement, any value added, service, turnover or similar Tax payable in respect thereof (and references in this Agreement to such amount shall use be deemed to include any such Taxes so payable in addition to it), in each case other than those payable by the Subscriber in connection with the above arising solely because of the domicile of the Subscriber; and (B) the Company will forthwith notify the Subscriber if at any time prior to payment of the Aggregate Warrant Purchase Price to the Company on the Completion Date anything occurs which renders or may render untrue or incorrect in any respect any of its best endeavours to procure thatrepresentations, for so long warranties, agreements and indemnities herein and will forthwith take such steps as the Purchaser holds not less than 20% in Subscriber may reasonably require to remedy the total issued share capital of fact. 5.6 The Company further undertakes with the Company, the Purchaser shall from time to time have the right to nominate two persons to be appointed as non-executive directors of the board of directors of Subscriber that: (A) the Company will provide to the Subscriber drafts of any announcement, circular and other documents (the “Purchaser Director(s)Documents”) in relation to the transactions contemplated under this Agreement for the Subscriber’s review and for so long as the Purchaser holds less than 20% but equal to or exceed 10% in the total issued share capital shall incorporate any reasonable comments of the Company, Subscriber into such Documents prior to publication; (B) the Purchaser Subscriber shall from be given a reasonable period of time to time have review and comment on the right Documents prior to nominate one person to be a Purchaser Director, and such Purchaser Director(s) will remain in office after their respective appointment. Subject to: 4.4.1 the fullest extent as permitted by law, the Listing Rules and the bye-laws of the Company; 4.4.2 the Purchaser Directors having satisfied the director eligibility requirements under the Listing Rules and the Purchaser Directors having given consent to act as directors of the Company, the Vendor shall use its best endeavours to procure the Company to complete the procedure for the appointment of the Purchaser Directors designated by the Purchaser as soon as practicable after Completion and in any event no later than 3 months of the Completion Date(or such other date as may be agreed between the Parties hereto). If any of the Purchaser Director(s) are to retire or vacate their office as required by the applicable Laws, Listing Rules or bye-laws of the Company, the Vendor shall use its best endeavours to procure that the Purchaser Director(s) are re-elected or re-appointed as non-executive directors of the Company in the relevant general meeting of the Company. Subject to Clause 4.6, in the event that the Shares held by the Purchaser fall below 20% but equal to or exceed 10% of the total issued share capital of the Company, the Purchaser shall procure the resignation of one of the Purchaser Directors from his/her office of non-executive director of the Company; and in the event that the Shares held by the Purchaser fall below 10% of the total issued share capital of the Company, the Purchaser shall procure the resignation of all the Purchaser Directors from their office of non-executive director of the Companypublication. 4.5 Subject to Clause 4.6, if the total number of directors of the Company is changed to more than ten (10) during the term of this Agreement, the Vendor shall use its best endeavours to procure that such additional number of person(s) as nominated by the Purchaser shall be appointed and will remain in office as additional non-executive director(s) of the Company such that the total number of persons whom the Purchaser may nominate as directors of the Company shall be (i) no less than one-fifth of the total number of directors of the Company from time to time as long as the Purchaser holds not less than 20% in the total issued share capital of the Company; and (ii) no less than one-tenth of the total number of directors of the Company from time to time as long as the Purchaser holds less than 20% but more than or equal to 10% in the total issued share capital of the Company. 4.6 For the purpose of determining the percentage of Shares held by the Purchaser under Clauses 4.4 and 4.5, (i) any shares issued after the date of this Agreement pursuant to any share option scheme or share award scheme of the Company shall be excluded from the sum used in the denominator for the calculation of the percentage of Shares held by the Purchaser; and (ii) any Shares held, directly or indirectly, by Purchaser Ultimate Beneficial Owner shall be included for calculation of the percentage of Shares held by the Purchaser.‌

WARRANTIES AND UNDERTAKINGS. 4.1 6.1 The Vendor and the Predecessors in Interest (the Mxxxxxx Group/Eastmark Limited) hereby represents jointly and warrants to severally covenant, agree, represent and with the Purchaser warrant that they shall, as at the date hereof and up to Completion, each a condition of closing of the Warranties is truetransactions contemplated by the Amended Purchase Agreement, correct execute and accurate and not misleading. 4.2 The Vendor hereby agrees and acknowledges that the Purchaser is entering into this Agreement deliver in reliance on the Warranties and any information or knowledge favour of the Purchaser a certificate in respect of the facts, events or other information referred form and content satisfactory to in the Warranties shall not prejudice the rights of the Purchaser for any breach of in its sole discretion containing all such Warranties. 4.3 Each Warranty shall be construed representations and warranties as a separate representation, warranty or undertaking and shall not be limited or restricted requested by reference to or inference from the terms of any other Warranties or part of this Agreement. 4.4 Subject to Clause 4.6, the Vendor undertakes with the Purchaser thatin relation to the Accounts, it (as shareholder of the Company) shall use its best endeavours to procure that, for so long as the Purchaser holds not less than 20% in the total issued share capital of the Company, the Purchaser Loans, the Property and the Sale Shares and the Shares. The representations and warranties that will be contained in the aforementioned certificate shall from time to time have survive the right to nominate two persons to be appointed as non-executive directors closing of the board transactions contemplated by the Amended Purchase Agreement for a period of directors two (2) years. 6.2 The Vendor and the Predecessors in Interest (the Mxxxxxx Group/Eastmark Limited) also hereby undertake, as a condition of closing of the Company (transactions contemplated by the “Purchaser Director(s)”) and for so long as the Purchaser holds less than 20% but equal Amended Purchase Agreement, to or exceed 10% deliver in the total issued share capital of the Company, the Purchaser shall from time to time have the right to nominate one person to be a Purchaser Director, and such Purchaser Director(s) will remain in office after their respective appointment. Subject to: 4.4.1 the fullest extent as permitted by law, the Listing Rules and the bye-laws of the Company; 4.4.2 the Purchaser Directors having satisfied the director eligibility requirements under the Listing Rules and the Purchaser Directors having given consent to act as directors of the Company, the Vendor shall use its best endeavours to procure the Company to complete the procedure for the appointment favour of the Purchaser Directors designated an opinion of legal counsel for each of them in form and content satisfactory to the Purchaser, acting reasonably. 6.3 The Purchaser hereby covenants, agrees, represents and warrants that it shall, as a condition of closing of the transactions contemplated by the Purchaser as soon as practicable after Completion Amended Purchase Agreement, execute and deliver in any event no later than 3 months favour of the Completion Date(or Vendor and the Predecessors in Interest (the Mxxxxxx Group/Eastmark Limited) a certificate in form and content satisfactory to the Vendor and the Predecessors in Interest (the Mxxxxxx Group/Eastmark Limited), acting reasonably, containing all such other date representations and warranties as may reasonably requested by the Vendor and the Predecessors in Interest (the Mxxxxxx Group/Eastmark Limited) in relation to the Tracer Shares. The representations and warranties that will be agreed between contained in the Parties hereto). If any aforementioned certificate shall survive the closing of the Purchaser Director(s) are to retire or vacate their office as required transactions contemplated by the applicable LawsAmended Purchase Agreement for a period of two (2) years. 6.4 The Purchaser also hereby undertakes, Listing Rules or bye-laws as a condition of closing of the Companytransactions contemplated by the Amended Purchase Agreement, to deliver in favour of the Vendor shall use its best endeavours to procure that and the Predecessors in Interest (the Mxxxxxx Group/Eastmark Limited) an opinion of legal counsel for the Purchaser Director(s) are re-elected or re-appointed as non-executive directors of the Company in the relevant general meeting of the Company. Subject form and content satisfactory to Clause 4.6, in the event that the Shares held by the Purchaser fall below 20% but equal to or exceed 10% of the total issued share capital of the Company, the Purchaser shall procure the resignation of one of the Purchaser Directors from his/her office of non-executive director of the Company; and in the event that the Shares held by the Purchaser fall below 10% of the total issued share capital of the Company, the Purchaser shall procure the resignation of all the Purchaser Directors from their office of non-executive director of the Company. 4.5 Subject to Clause 4.6, if the total number of directors of the Company is changed to more than ten (10) during the term of this Agreement, the Vendor shall use its best endeavours to procure that such additional number of person(s) as nominated by and the Purchaser shall be appointed and will remain Predecessors in office as additional non-executive director(s) of Interest (the Company such that the total number of persons whom the Purchaser may nominate as directors of the Company shall be (i) no less than one-fifth of the total number of directors of the Company from time to time as long as the Purchaser holds not less than 20% in the total issued share capital of the Company; and (ii) no less than one-tenth of the total number of directors of the Company from time to time as long as the Purchaser holds less than 20% but more than or equal to 10% in the total issued share capital of the CompanyMxxxxxx Group/Eastmark Limited), acting reasonably. 4.6 For the purpose of determining the percentage of Shares held by the Purchaser under Clauses 4.4 and 4.5, (i) any shares issued after the date of this Agreement pursuant to any share option scheme or share award scheme of the Company shall be excluded from the sum used in the denominator for the calculation of the percentage of Shares held by the Purchaser; and (ii) any Shares held, directly or indirectly, by Purchaser Ultimate Beneficial Owner shall be included for calculation of the percentage of Shares held by the Purchaser.‌