Common use of WARRANTIES AND UNDERTAKINGS Clause in Contracts

WARRANTIES AND UNDERTAKINGS. 6.1 The Company warrants to each of the Subscribers as at the date of this Agreement and as at the Subscription Date that it is a company incorporated and validly existing under the laws of the Republic of Turkey (the “Corporate Company Warranties”). 6.2 Each of the Subscribers warrants to the Company as at the date of this Agreement and as at the Subscription Date that to the extent it is a legal entity, it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date that: (a) it has full power and authority to enter into and perform this Agreement and this Agreement constitutes a binding obligation on it in accordance with its terms. (b) the execution by it of this Agreement and the performance by it of any or all of its obligations under this Agreement does not and will not breach or conflict or constitute a default under any provision of: (i) any agreement or instrument entered into by it; or (ii) its constitutional documents (if applicable); or (iii) any law, order, judgement, injunction, decree or regulation or any other restriction of any kind or character by which it is bound. ((a) and (b) together, the “All Party Warranties”) 6.4 Each of the Subscribers is a sophisticated buyer and it has inspected or has made enquiries concerning the Preferred Shareholders. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience in financial and business matters and in entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out in this Agreement and is able to bear the economic risks of the transaction contemplated by this Agreement. 6.6 Each of the Subscribers has received independent legal and financial advice relating to all the matters provided for in, or contemplated by, this Agreement and the other Transaction Documents and agrees, having considered the terms of the Agreement as a whole, that the provisions of the Agreement are fair and reasonable. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (together, the “Original Shareholder Warranties”). 6.8 The Company shall use the proceeds from the Subscription by EBRD for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their use.

WARRANTIES AND UNDERTAKINGS. 6.1 5.1 The Company Vendor hereby represents and warrants to each of the Subscribers Purchaser, and the Purchaser hereby represents and warrants to the Vendor, as at the date of this Agreement and as at the Subscription Date that that: (a) it is a company duly incorporated and validly existing under the laws of the Republic jurisdiction in which it is incorporated and has full power and authority, and has taken all action necessary to execute and deliver this Agreement, and to consummate the transactions contemplated thereby; (b) this Agreement and all such other agreements and obligations that may be entered into and undertaken by it in connection with the transactions contemplated hereby constitute valid and legally binding obligations upon it and enforceable against it in accordance with their respective terms, and the execution and delivery of Turkey and its performance of its obligations under this Agreement shall not: (i) violate or constitute any default under any instrument, contract, agreement or other document to which it is a party, or by which its assets are bound; or (ii) result in any breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body (including any relevant stock exchange or securities council) to which it is subject or by which it or its respective assets are bound, whether in Singapore or elsewhere; and (c) to the “Corporate Company Warranties”)best of its knowledge, information and belief, having made due and careful inquiries with regard to itself only, no steps have been taken or are contemplated by it, and no circumstances exist, which may at any time hereafter lead to a result which would cause any of its Warranties contained in this clause 5.1 and in clause 5.2 to be no longer true or accurate in any material respect. 6.2 Each of the Subscribers 5.2 The Vendor hereby represents, warrants and covenants to the Company Purchaser that as at the date of this Agreement and as at the Subscription Date that to the extent it is a legal entity, it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date thatAgreement: (a) it has full power is the sole legal and authority to enter into and perform this Agreement and this Agreement constitutes a binding obligation on it beneficial owner of not less than 3,879,373 ordinary shares in accordance with its terms.the capital of PacNet (including the Sale Shares) free from all Encumbrances; (b) all of the execution Sale Shares are fully paid or properly credited as fully paid and there is no liability to pay any additional contributions on the Sale Shares; (c) no steps have been taken or are contemplated by it it, and no circumstances exist, which would or might restrict or impede the Vendor in consummating the sale of this Agreement the Sale Shares to the Purchaser and the performance transactions contemplated in this Agreement; (d) it is not a claimant or defendant in or otherwise a party to any litigation, arbitration or other proceedings which are in progress, threatened or pending by or against it concerning the Sale Shares. It is not aware of any or all of its obligations under this Agreement does not and will not breach or conflict or constitute a default under circumstances which are likely to give rise to any provision of:such proceedings; and (ie) no order has been made, petition presented or meeting convened for its winding up or for the appointment of a provisional liquidator or in relation to any agreement other process whereby its business is terminated and its assets are distributed amongst its creditors and/or shareholders. No person has taken any step, legal proceeding or instrument entered into by it; or other procedure with a view to the appointment of an administrator in relation to the Vendor and no receiver (iiincluding any administrative receiver) its constitutional documents (if applicable); or (iii) any law, order, judgement, injunction, decree or regulation judicial manager has been appointed in respect of the whole or any other restriction part of the Vendor’s property, assets and/or undertaking and the Vendor is not aware of any kind step, legal proceeding or character by other procedure having been taken, filed or commenced which it may lead to such appointment being made. The Vendor is bound. ((a) and (b) together, the “All Party Warranties”) 6.4 Each of the Subscribers is a sophisticated buyer and it has inspected not insolvent or has made enquiries concerning the Preferred Shareholdersunable to pay its debts as they fall due. 6.5 5.3 Each of Warranty shall be deemed to be repeated immediately before Completion by reference to the Subscribers has evaluated the merits facts and risks of the transactions proposed circumstances then existing. 5.4 The Warranties shall be separate and independent and save as expressly provided, shall not be limited by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience reference to any other provision in financial and business matters and in entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out in this Agreement and is able to bear the economic risks of the transaction contemplated by this Agreement. 6.6 Each of 5.5 The Vendor acknowledges that the Subscribers Purchaser has received independent legal and financial advice relating to all the matters provided for in, or contemplated by, entered into this Agreement in full reliance upon and on the other Transaction Documents basis of its Warranties contained in clauses 5.1 and agrees, having considered the terms of the Agreement as a whole, that the provisions of the Agreement are fair and reasonable5. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (together, the “Original Shareholder Warranties”). 6.8 The Company shall use the proceeds from the Subscription by EBRD for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their use.

WARRANTIES AND UNDERTAKINGS. 6.1 The Company warrants to each of the Subscribers as at the date of this Agreement Recipient warrants, undertakes and as at the Subscription Date that it is a company incorporated and validly existing under the laws of the Republic of Turkey (the “Corporate Company Warranties”). 6.2 Each of the Subscribers warrants to the Company as at the date of this Agreement and as at the Subscription Date that to the extent it is a legal entity, it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date agrees that: (a) it has full power all necessary resources and authority expertise to enter into and perform this Agreement and this Agreement constitutes a binding obligation on it in accordance with its terms.deliver the Project (assuming due receipt of the Grant); (b) it has not committed, nor shall it commit, any Prohibited Act; (c) it shall at all times comply with all relevant legislation and all applicable codes of practice and other similar codes or recommendations, and shall notify the execution by it of this Agreement and the performance by it Accountable Body immediately of any significant departure from such legislation, codes or recommendations; (d) it shall comply with the requirements of the Health and Safety at Work etc. Xxx 0000 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to employees and other persons working on the Project; (e) it has and shall keep in place adequate procedures for dealing with any conflicts of interest; (f) it has and shall keep in place systems to deal with the prevention of fraud and/or administrative malfunction; (g) all financial and other information concerning the Recipient which has been disclosed to the Accountable Body, XXXXX Secretariat and XXXXX Ltd is to the best of its knowledge and belief, true and accurate; (h) it is not subject to any contractual or other restriction imposed by its own or any other organisation's rules or regulations or otherwise which may prevent or materially impede it from meeting its obligations under this Agreement does not and will not breach or conflict or constitute a default under any provision of:in connection with the Grant; (i) any agreement or instrument entered into by it; or (ii) it is not aware of anything in its constitutional documents (if applicable); or (iii) any lawown affairs, order, judgement, injunction, decree or regulation or any other restriction of any kind or character by which it is bound. ((a) has not disclosed to the Accountable Body, XXXXX Secretariat and (b) togetherXXXXX Ltd, which might reasonably have influenced the “All Party Warranties”) 6.4 Each decision of the Subscribers is a sophisticated buyer and it has inspected or has made enquiries concerning Accountable Body to make the Preferred Shareholders. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience in financial and business matters and in entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction Grant on the terms set out contained in this Agreement and is able to bear the economic risks of the transaction contemplated by this Agreement.; and/or 6.6 Each of the Subscribers has received independent legal and financial advice relating to all the matters provided for in, or contemplated by, this Agreement and the other Transaction Documents and agrees, having considered the terms of the Agreement as a whole, that the provisions of the Agreement are fair and reasonable. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at (j) since the date of this Agreement and as at the Subscription Date (together, the “Original Shareholder Warranties”)its last accounts there has been no material change in its financial position or prospects. 6.8 The Company shall use the proceeds from the Subscription by EBRD for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their use.

WARRANTIES AND UNDERTAKINGS. 6.1 The Company warrants to each of the Subscribers as at the date of this Agreement Section 7.01 Vendors' warranties and as at the Subscription Date that it is a company incorporated and validly existing under the laws of the Republic of Turkey (the “Corporate Company Warranties”). 6.2 undertakings Each of the Subscribers Vendors hereby warrants and undertakes to and with the Purchaser and its successors in title:- (i) in relation to the Company Shares and itself as at the date of this Agreement and as at the Subscription Date that to the extent it is a legal entity, it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date that:follows:- (a) that it has and will have full power and authority to enter into and perform this Agreement and this Agreement which constitutes a or when executed will constitute binding obligation obligations on it in accordance with its their respective terms.; (b) if it is a body corporate, that the execution by it Vendor is a body corporate validly existing under the laws of its place of incorporation as a separate legal entity and has full power and authority to own its assets and carry on business as is now being carried on; (c) that the execution, delivery and performance of this Agreement will not exceed the power granted to the Vendor or violate the provisions of (1) any law or regulation or any order or decree of any governmental authority, agency or court to which it is subject or (2) its Memorandum and Articles of Association or other constitutional documents or (3) any mortgage, contract or other undertaking or instrument to which it is a party or which is binding upon it or any of its assets; (d) that all consents, licences, approvals, authorisations, orders and exemptions of any Ministry, agency, department or authority in Malaysia or elsewhere which are required to be obtained by the Vendors or advisable for or in connection with the execution, delivery, performance, legality or enforceability of this Agreement have been obtained and are in full force and effect; (e) the Shares will on the Completion Date constitute the one hundred per cent (100%) of the issued and allotted share capital of the Company; (f) there is not, and at the Completion Date there will be no pledge, lien or other encumbrance on, over or affecting the Shares and there is not, and at the Completion Date there will be no agreement or arrangement to give or create any such encumbrance and no claim has been or will be made by any person to be entitled to any of the foregoing; (g) the Shares are beneficially owned by the Vendors free from any claims, charges, liens, encumbrances or equities; the Vendors have and will until Completion continue to retain the unrestricted rights to transfer the Shares on the terms of this Agreement without the consent of any third party and there is not, nor will there be any option over or right to acquire any of the Shares. (ii) in relation to the Company in the terms set out in the Second Schedule hereto subject only to:- (a) any exceptions expressly provided for under the terms of this Agreement; and (b) any matter or thing hereafter done or omitted to be done at the request in writing or with the approval in writing of the Purchaser; (iii) that the said warranties and undertakings shall be separate and independent and save as expressly otherwise provided shall not be limited by reference to any other paragraphs hereof or of the Second Schedule or by anything in this Agreement and no other information relating to either company of which the Purchaser has knowledge (actual or constructive) shall prejudice any claim made by the Purchaser under such warranties or undertakings or operate to reduce any amount recoverable and the performance Vendors hereby agree that such warranties and undertakings are not affected by any investigation into the affairs of the Company made by or for the Purchaser; (iv) in relation to any warranty which refers to the knowledge and/or information on behalf of the Vendors that it has made full enquiry into the subject matter of any or all that warranty. Section 7.02 Warranties and undertakings on completion Each of the Vendors further warrants and undertakes to and with the Purchaser and its obligations under this Agreement does not and will not breach or conflict or constitute a default under any provision ofsuccessors in title that: (i) any agreement or instrument subject as aforesaid all warranties and undertakings on its part herein contained will be fulfilled down to and will be true and correct at Completion in all respects as if they had been entered into by itafresh at Completion; orand (ii) its constitutional documents (if applicable); or (iii) after the signing hereof and before Completion any law, order, judgement, injunction, decree event shall occur which results or regulation or may result in any other restriction of any kind or character by which it is bound. ((a) and (b) together, the “All Party Warranties”) 6.4 Each of the Subscribers is a sophisticated buyer and said warranties or undertakings being unfulfilled, untrue or incorrect at Completion, it has inspected or has made enquiries concerning shall immediately notify the Preferred ShareholdersPurchaser thereof prior to Completion. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience in financial and business matters and in entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out in this Agreement and is able to bear the economic risks of the transaction contemplated by this Agreement. 6.6 Each of the Subscribers has received independent legal and financial advice relating to all the matters provided for in, or contemplated by, this Agreement and the other Transaction Documents and agrees, having considered the terms of the Agreement as a whole, that the provisions of the Agreement are fair and reasonable. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (together, the “Original Shareholder Warranties”). 6.8 The Company shall use the proceeds from the Subscription by EBRD for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their use.

WARRANTIES AND UNDERTAKINGS. 6.1 11.1 The Company Client hereby undertakes, represents and warrants on a continuing basis that: (A) the information given by the Client, or on the Client’s behalf, to each the Broker in the Client Information Form or otherwise in connection with the opening of any Account is true, full and complete and the Subscribers as at Broker shall be entitled to rely on such information until the date Broker receives written notice from the Client of any changes thereto; (B) it has the authority and capacity to enter into and execute this Agreement and no one except the Client (unless otherwise disclosed to the Broker pursuant to Clause 13) has an interest in the Account(s); (C) save as at disclosed by the Subscription Date that Client to the Broker pursuant to Clause 13 with the consent given by the Broker: (I) the Client enters this Agreement as a principal and is trading on its own account and does not do so as nominee or trustee for any other person and there exist no arrangements whereby any person other than the person(s) signing this Agreements as the Client has or will have any beneficial interest in this Agreement; and (II) the Client is the ultimate beneficiary of the Account and the person ultimately responsible for originating instruction about Transactions; (D) this Agreement and its performance and the obligations contained in it do not and will not contravene any applicable laws and regulations, contravene any provisions of the memorandum and articles or bye- laws (for corporate client), or constitute a breach or default under any agreement or arrangement by the Client is bound; (E) subject to any security interest of any of the Broker’s Associates and the information disclosed to the Broker, all properties including but not limited to securities provided by the Client for selling or crediting into the Account(s) are fully paid with valid and good title and whose legal and beneficial titles are owned by the Client and the Client will not charge, pledge or allow to subsist any charge or pledge or grant any option over such properties without the Broker’s prior consent; (F) the Client has received, read and understood the contents of the Risk Disclosure Statement and the Client has sufficient experience to assess the suitability of the Transactions contemplated under this Agreement; (G) where the Client or any one of them is a body corporate (in respect of such person):- (I) it is a company incorporated corporation duly organized and is validly existing under the laws of the Republic country of Turkey its incorporation and in every other country where it is carrying on business; (II) this Agreement has been validly authorized by the “Corporate Company Warranties”). 6.2 Each appropriate corporate action of the Subscribers warrants to the Company as at the date of this Agreement Client and as at the Subscription Date that to the extent it is a legal entity, it is a company duly incorporated when executed and validly existing under the laws of its jurisdiction of incorporation and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each delivered will constitute valid and binding obligations of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date that: (a) it has full power and authority to enter into and perform this Agreement and this Agreement constitutes a binding obligation on it Client in accordance with its terms.the terms herein; (bIII) the execution by it certified true copies of this Agreement the Client‘s certificate of incorporation or registration, charter, statute or memorandum and articles or other instrument constituting or defining its constitution and the performance by it board resolutions of any or all of its obligations under this Agreement does not the Client delivered to the Broker are true and will not breach or conflict or constitute a default under any provision of:accurate and still in force; and (iIV) any agreement no steps have been taken or instrument entered into by it; orare being taken to appoint a receiver and/or manager or liquidator over the assets of, or to wind up the Client; (iiH) its constitutional documents (if applicable); or (iii) any law, order, judgement, injunction, decree or regulation where the Client or any other restriction one of any kind or character by which it them is bound. ((a) and (b) togetheran individual, the “All Party Warranties”) 6.4 Each Client is legally capable of the Subscribers is a sophisticated buyer and it has inspected or has made enquiries concerning the Preferred Shareholders. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience in financial and business matters and in validly entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out in performing this Agreement and is able to bear of sound mind and legal competence and is not a bankrupt; and (I) where the economic risks of the transaction contemplated by this Agreement. 6.6 Each of the Subscribers has received independent legal Client is a partnership and financial advice relating to all the matters provided for in, or contemplated bybusiness is carried on under a firm’s name, this Agreement shall continue to be valid and binding for all purposes notwithstanding any change in the other Transaction Documents partnership or constitution of the firm by the introduction of a new partner or by the death, insanity or bankruptcy or a retirement of any partner for the time being carrying on the business of or constituting the firm or otherwise. 11.2 The Client undertakes to notify the Broker immediately upon the occurrence of any material changes in the information supplied in this Agreement and/or the Client Information Form. In particular, the Client agrees to inform the Broker of any change in contact information (including address and agreestelephone number) upon occurrence of such changes. In event that in exercising its rights or discharging its duties under this Agreement, having considered the terms Broker cannot communicate with the Client using the latest contact details provided by the Client for over a period of seven (7) calendar days, the Client agrees that this provides sufficient evidence of material breach of the Agreement as a whole, that by the provisions Client which constitutes an Event of the Agreement are fair and reasonable. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (together, the “Original Shareholder Warranties”Default under Clause 6.1(G). 6.8 11.3 The Company shall use Broker will notify the proceeds from Client of any material change to: (a) the Subscription name and address of its business; (b) its registration status with the SFC and its CE number; (c) the description of the nature of services provided by EBRD it; or (d) the description of the remuneration payable to the Broker and the basis for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their usepayment.

WARRANTIES AND UNDERTAKINGS. 6.1 The Company 10.1 Each Party warrants to each of the Subscribers other Party that: (a) as at the date of this Agreement and Agreement, so far as at the Subscription Date that it is a company incorporated and validly existing under actually aware, neither it nor any of its concert party has acquired any Target Securities in the laws 12 months prior to the date of this Agreement other than as disclosed in writing to the other Parties prior to the date of this Agreement. For the avoidance of doubt: (i) this Clause 10.1(a) shall not permit nor require any Party to make any disclosure of Confidential Information to any concert party who is not already aware of the Republic Transaction; and (ii) the above representation and warranty is limited to the actual awareness of Turkey (the “Corporate Company Warranties”). 6.2 Each each Party of the Subscribers warrants to the Company Target Securities of its concert parties as at the date of this Agreement and as at the Subscription Date that to the extent it is a legal entity, it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date that:Agreement; (ab) it has full the requisite power and authority to enter into and perform its obligations under this Agreement; (c) this Agreement when executed shall constitute valid, binding and enforceable obligations of such Party; and (d) the execution and delivery of, and performance of its obligations under: (i) this Agreement; or (ii) any agreement contemplated by this Agreement constitutes to be entered into by that Investor, shall not result in a binding obligation on breach of any of its constitutional documents, or any instrument, agreement, commitment or other understanding, or any order, judgement or decree of any court or governmental agency, in each case to which it is bound. 10.2 Each Investor agrees that it shall: (a) except as otherwise set out in accordance with its terms.this Agreement, implement the Offer as agreed by the Investors and (as applicable) approved by the Panel, not Transfer any Shares; (b) so far as they are legally able, exercise their rights in relation to Tevat and Zakiono to procure that Tevat and Zakiono comply with their obligations under this Agreement; (c) without prejudice to Clause 3.2(e) (Approvals), subject to applicable law and any applicable contractual restrictions, promptly provide to the execution Consortium Advisers with all relevant information regarding itself, and use best efforts to provide information in relation to its concert parties and its Affiliates, as the Panel may require or Zakiono may reasonably require for the purposes of the Transaction (including for the purposes of: (i) public disclosure as required by the Code; (ii) in connection with any regulatory filings required in any jurisdiction; (iii) in connection with any cash confirmation process; or (iv) compliance with applicable laws and regulations as set forth in Clause 10.3), it being acknowledged that certain commercially sensitive or confidential information proprietary to an Investor shall not be required to be shared with the other Investor; (d) take such action in connection with the Transaction as the other Investor or any of its Affiliates (acting reasonably and in good faith) may request in accordance with the terms of this Agreement; and (e) refrain from taking any voluntary action in connection with the Transaction that will have (or is reasonably likely to have) an adverse or prejudicial effect on the successful consummation of the Transaction. 10.3 In connection with the Transaction, each Party shall comply with all applicable laws and regulations (in all applicable jurisdictions) including the Act, the Companies Law, FSMA, MAR, the AIM Rules, the Code and any rulings of the Panel. 10.4 The Investors agree that, in the event of any conflict between the terms of this Agreement and the performance by it requirements of any or all of its obligations under this Agreement does not and will not breach or conflict or constitute a default under any provision of: (i) any agreement or instrument entered into by it; or (ii) its constitutional documents (if applicable); or (iii) any law, order, judgement, injunction, decree or regulation or any other restriction of any kind or character by which it is bound. ((a) and (b) togetherthe Panel in connection with the Transaction, the “All Party Warranties”) 6.4 Each requirements of the Subscribers is a sophisticated buyer and it has inspected or has made enquiries concerning the Preferred ShareholdersPanel shall prevail. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience in financial and business matters and in entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out in this Agreement and is able to bear the economic risks of the transaction contemplated by this Agreement. 6.6 Each of the Subscribers has received independent legal and financial advice relating to all the matters provided for in, or contemplated by, this Agreement and the other Transaction Documents and agrees, having considered the terms of the Agreement as a whole, that the provisions of the Agreement are fair and reasonable. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (together, the “Original Shareholder Warranties”). 6.8 The Company shall use the proceeds from the Subscription by EBRD for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their use.

WARRANTIES AND UNDERTAKINGS. 6.1 The Each of the Vendors hereby jointly and severally represents, warrants and undertakes to and with the Purchaser and YY Group that: 6.1.1 he is currently, and shall on Completion be, the legal and beneficial owner of the relevant Sale Shares, and that the Sale Shares shall immediately prior to Completion represent, in aggregate, 54% of the issued and paid-up share capital of the Company; 6.1.2 he is entitled to sell and transfer or procure the sale and transfer of the relevant Sale Shares to the Purchaser, free from all and any Encumbrances together with all rights and benefits attaching thereto as at the Completion Date and no other person has or shall have any rights of pre-emption over such Sale Shares; 6.1.3 on Completion, the relevant Sale Shares are and shall have been authorised, allotted, validly issued and fully paid-up; 6.1.4 he has full power and authority to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the Transactions contemplated hereby and that the Agreement and all such other agreements and obligations entered into and undertaken in connection with the Transactions contemplated hereby constitute his valid and legally binding obligations, enforceable against him in accordance with their respective terms; 6.1.5 his entry into and the performance of his obligations under this Agreement shall not: (a) infringe, or constitute a default under, any instrument, contract, document or agreement to which he or the Company warrants is a party or by which he, the Company or their respective assets are bound; or (b) result in a breach of any law, rule, regulation, ordinance, order, judgment, decree, approval or licence of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body to which he or the Company is a party or by which he, the Company or their respective assets are bound, whether in Singapore or elsewhere; and 6.1.6 the information relating to the Company as set out in Recitals (A) to (D) is true and accurate in all respects and there is no information the omission of which in the Recitals might make such information misleading or inaccurate in any respect. Each of the representations, warranties and undertakings above shall be separate and independent and shall not, save as disclosed in the Disclosure Letter and subject to Schedule 3, be limited by anything in this Agreement. Each of the Vendors acknowledges that the Purchaser and YY Group have entered into this Agreement in full reliance upon and on the basis of each of the Subscribers Warranties contained herein. 6.2 Save as disclosed in the Disclosure Letter and subject to Schedule 3, the Vendors hereby jointly and severally represent, warrant and undertake to and with the Purchaser and YY Group that the Warranties set out in Schedule 2 are true and accurate as at the date of this Agreement and as at on Completion Date, and in relation to any Warranty which refers to the Subscription Date knowledge, information or belief of the Vendors, that it is a company incorporated and validly existing under refers to the laws actual knowledge of the Republic Vendors after making due and proper enquiry into the subject matter of Turkey (that Warranty. The Purchaser and YY Group shall not make any claim against the “Corporate Company Warranties”)Vendors for any breach of a Warranty where the subject matter of the breach is disclosed in the Disclosure Letter. 6.2 Each 6.3 The Vendors further undertake to the Purchaser and YY Group that, prior to Completion, but subject to the actual knowledge of the Subscribers warrants Vendors, should any material liability or undertaking have arisen with respect to the Company as at or the Vendors, the Vendors shall have the responsibility to inform the Purchaser and YY Group of such liability or undertaking. For the avoidance of doubt, the Parties agree that, between the date of this Agreement and as at the Subscription Date that Completion Date, the Group Companies shall declare and pay to the extent it is a legal entity, it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, in the case of EBRD, an international organization formed by treaty Vendors interim dividend totalling S$1,000,000 (the “Subscriber WarrantiesInterim Dividend”). 6.3 Each of 6.4 If after the Parties warrants to the other Party as at the date signing of this Agreement and before Completion, any event shall occur or matter arise which results or may result in any of the Warranties being unfulfilled, untrue, misleading or incorrect: 6.4.1 the Vendors shall immediately notify the Purchaser and YY Group in writing fully thereof; and 6.4.2 the Vendors shall make any such investigation concerning the event or matter which the Purchaser and YY Group may reasonably require. 6.5 The warranties, representations and undertakings given herein will be fulfilled down to and will be true and correct as at the Subscription Completion Date as if they had been entered into afresh at the Completion Date. The Vendors shall not do, allow or procure any act or omission before Completion which would constitute a breach of any of the Warranties if they were given at Completion or which would make any of the Warranties inaccurate or misleading if they were so given. 6.6 Each of the Purchaser and YY Group hereby represents, warrants and undertakes to and with the Vendors that: (a) 6.6.1 it has full power and authority to enter into execute and perform deliver this Agreement and the agreements contemplated herein, and to consummate the Transactions contemplated hereby; 6.6.2 this Agreement constitutes a and all such other agreements and obligations entered into and undertaken in connection with the Transactions contemplated hereby constitute its valid and legally binding obligation on obligations, enforceable against it in accordance with its respective terms.; (b) the 6.6.3 its execution by it of this Agreement and delivery of, and the performance by it of any or all of its obligations under this Agreement does not and will not breach or conflict or constitute a default under any provision of: (i) any agreement or instrument entered into by it; or (ii) its constitutional documents (if applicable); or (iii) any law, order, judgement, injunction, decree or regulation or any other restriction of any kind or character by which it is bound. ((a) and (b) together, the “All Party Warranties”) 6.4 Each of the Subscribers is a sophisticated buyer and it has inspected or has made enquiries concerning the Preferred Shareholders. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience in financial and business matters and in entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out in this Agreement and is able to bear the economic risks of the transaction contemplated by this Agreement. 6.6 Each of the Subscribers has received independent legal and financial advice relating to all the matters provided for in, or contemplated byunder, this Agreement will not and the other Transaction Documents are not likely to result in a breach of any provision of its constitutional documents; and 6.6.4 it enters and agrees, having considered the terms of the executes this Agreement as principal and not as an agent of a whole, that the provisions of the Agreement are fair and reasonablethird party. 6.7 Each of Save for this Clause 6 and Schedule 2, no Party makes any other representations or warranties, express or implied, to the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (together, the “Original Shareholder Warranties”)other Party. 6.8 The Company shall use the proceeds from the Subscription by EBRD for the Project Each and every obligation under this Clause 6 is a separate and independent primary obligation and shall provide written confirmation survive and evidence of such use of proceeds to EBRD reasonably promptly after their useshall not be extinguished in any way by Completion. Each and every obligation shall be severally enforceable.

WARRANTIES AND UNDERTAKINGS. 6.1 11.1 The Company Client hereby undertakes, represents and warrants on a continuing basis that: (A) the information given by the Client, or on the Client's behalf, to each the Broker in the Client Information Form or otherwise in connection with the opening of any Account is true, full and complete and the Subscribers as at Broker shall be entitled to rely on such information until the date Broker receives written notice from the Client of any changes thereto; (B) it has the authority and capacity to enter into and execute this Agreement and no one except the Client (unless otherwise disclosed to the Broker pursuant to Clause 13) has an interest in the Account(s); (C) save as at disclosed by the Subscription Date that Client to the Broker pursuant to Clause 13 with the consent given by the Broker: (I) the Client enters this Agreement as a principal and is trading on its own account and does not do so as nominee or trustee for any other person and there exist no arrangements whereby any person other than the person(s) signing this Agreements as the Client has or will have any beneficial interest in this Agreement; and (II) the Client is the ultimate beneficiary of the Account and the person ultimately responsible for originating instruction about Transactions; (D) this Agreement and its performance and the obligations contained in it do not and will not contravene any applicable laws and regulations, contravene any provisions of the memorandum and articles or bye-laws (for corporate client), or constitute a breach or default under any agreement or arrangement by the Client is bound; (E) subject to any security interest of any Broker Group Company and the information disclosed to the Broker, all properties including but not limited to securities provided by the Client for selling or crediting into the Account(s) are fully paid with valid and good title and whose legal and beneficial titles are owned by the Client and the Client will not charge, pledge or allow to subsist any charge or pledge or grant any option over such properties without the Broker’s prior consent; (F) the Client has received, read and understood the contents of the Risk Disclosure Statement and the Client has sufficient experience to assess the suitability of the Transactions contemplated under this Agreement; (G) where the Client or any one of them is a body corporate (in respect of such person):- (I) it is a company incorporated corporation duly organized and is validly existing under the laws of the Republic country of Turkey its incorporation and in every other country where it is carrying on business; (II) this Agreement has been validly authorized by the “Corporate Company Warranties”). 6.2 Each appropriate corporate action of the Subscribers warrants to the Company as at the date of this Agreement Client and as at the Subscription Date that to the extent it is a legal entity, it is a company duly incorporated when executed and validly existing under the laws of its jurisdiction of incorporation and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each delivered will constitute valid and binding obligations of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date that: (a) it has full power and authority to enter into and perform this Agreement and this Agreement constitutes a binding obligation on it Client in accordance with its terms.the terms herein; (bIII) the execution by it certified true copies of this Agreement the Client's certificate of incorporation or registration, charter, statute or memorandum and articles or other instrument constituting or defining its constitution and the performance by it board resolutions of any or all of its obligations under this Agreement does not the Client delivered to the Broker are true and will not breach or conflict or constitute a default under any provision of:accurate and still in force; and (iIV) any agreement no steps have been taken or instrument entered into by it; orare being taken to appoint a receiver and/or manager or liquidator over the assets of, or to wind up the Client; (iiH) its constitutional documents (if applicable); or (iii) any law, order, judgement, injunction, decree or regulation where the Client or any other restriction one of any kind or character by which it them is bound. ((a) and (b) togetheran individual, the “All Party Warranties”) 6.4 Each Client is legally capable of the Subscribers is a sophisticated buyer and it has inspected or has made enquiries concerning the Preferred Shareholders. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience in financial and business matters and in validly entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out in performing this Agreement and is able to bear of sound mind and legal competence and is not a bankrupt; and (I) where the economic risks of the transaction contemplated by this Agreement. 6.6 Each of the Subscribers has received independent legal Client is a partnership and financial advice relating to all the matters provided for in, or contemplated bybusiness is carried on under a firm's name, this Agreement shall continue to be valid and binding for all purposes notwithstanding any change in the other Transaction Documents partnership or constitution of the firm by the introduction of a new partner or by the death, insanity or bankruptcy or a retirement of any partner for the time being carrying on the business of or constituting the firm or otherwise. 11.2 The Client undertakes to notify the Broker immediately upon the occurrence of any material changes in the information supplied in this Agreement and/or the Client Information Form. In particular, the Client agrees to inform the Broker of any change in contact information (including address and agreestelephone number) upon occurrence of such changes. In event that in exercising its rights or discharging its duties under this Agreement, having considered the terms Broker cannot communicate with the Client using the latest contact details provided by the Client for over a period of seven (7) days, the Client agrees that this provides sufficient evidence of material breach of the Agreement as a whole, that by the provisions Client which constitutes an Event of the Agreement are fair and reasonable. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (together, the “Original Shareholder Warranties”Default under Clause 6.1(G). 6.8 11.3 The Company shall use Broker will notify the proceeds from Client of any material change to: (a) the Subscription name and address of its business; (b) its registration status with the SFC and its CE number; (c) the description of the nature of services provided by EBRD it; or (d) the description of the remuneration payable to the Broker and the basis for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their usepayment.

WARRANTIES AND UNDERTAKINGS. 6.1 The Company warrants to each of the Subscribers as at the date of this Agreement Section 7.01 Vendors' warranties and as at the Subscription Date that it is a company incorporated and validly existing under the laws of the Republic of Turkey (the “Corporate Company Warranties”). 6.2 undertakings Each of the Subscribers Vendors hereby warrants and undertakes to and with the Purchaser and its successors in title:- (i) in relation to the Company Shares and itself as at the date of this Agreement and as at the Subscription Date that to the extent it is a legal entity, it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date that:follows:- (a) that it has and will have full power and authority to enter into and perform this Agreement and this Agreement which constitutes a or when executed will constitute binding obligation obligations on it in accordance with its their respective terms.; (b) if it is a body corporate, that the execution by it Vendor is a body corporate validly existing under the laws of its place of incorporation as a separate legal entity and has full power and authority to own its assets and carry on business as is now being carried on; (c) that the execution, delivery and performance of this Agreement and will not exceed the performance by it power granted to the Vendor or violate the provisions of (1) any law or regulation or any order or decree of any governmental authority, agency or all court to which it is subject or (2) its Memorandum and Articles of Association or other constitutional documents or (3) any mortgage, contract or other undertaking or instrument to which it is a party or which is binding upon it or any of its obligations under assets; (d) that all consents, licences, approvals, authorisations, orders and exemptions of any Ministry, agency, department or authority in Malaysia or elsewhere which are required to be obtained by the Vendors or advisable for or in connection with the execution, delivery, performance, legality or enforceability of this Agreement does not have been obtained and are in full force and effect; (e) the Shares will on the Completion Date constitute the one hundred per cent (100%) of the issued and allotted share capital of the Company; (f) there is not, and at the Completion Date there will be no pledge, lien or other encumbrance on, over or affecting the Shares and there is not, and at the Completion Date there will be no agreement or arrangement to give or create any such encumbrance and no claim has been or will be made by any person to be entitled to any of the foregoing; (g) the Shares are beneficially owned by the Vendors free from any claims, charges, liens, encumbrances or equities; the Vendors have and will not breach until Completion continue to retain the unrestricted rights to transfer the Shares on the terms of this Agreement without the consent of any third party and there is not, nor will there be any option over or conflict or constitute a default under right to acquire any provision of: (i) any agreement or instrument entered into by it; orof the Shares. (ii) its constitutional documents (if applicable); or (iii) any law, order, judgement, injunction, decree or regulation or any other restriction of any kind or character by which it is bound. ((a) and (b) together, in relation to the “All Party Warranties”) 6.4 Each of the Subscribers is a sophisticated buyer and it has inspected or has made enquiries concerning the Preferred Shareholders. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience Company in financial and business matters and in entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out in the Second Schedule hereto subject only to:- (a) any exceptions expressly provided for under the terms of this Agreement; and (b) any matter or thing hereafter done or omitted to be done at the request in writing or with the approval in writing of the Purchaser; (iii) that the said warranties and undertakings shall be separate and independent and save as expressly otherwise provided shall not be limited by reference to any other paragraphs hereof or of the Second Schedule or by anything in this Agreement and is able no other information relating to bear either company of which the economic risks Purchaser has knowledge (actual or constructive) shall prejudice any claim made by the Purchaser under such warranties or undertakings or operate to reduce any amount recoverable and the Vendors hereby agree that such warranties and undertakings are not affected by any investigation into the affairs of the transaction contemplated Company made by this Agreement.or for the Purchaser; 6.6 Each (iv) in relation to any warranty which refers to the knowledge and/or information on behalf of the Subscribers Vendors that it has received independent legal and financial advice relating to all made full enquiry into the matters provided for in, or contemplated by, this Agreement and the other Transaction Documents and agrees, having considered the terms subject matter of the Agreement as a whole, that the provisions of the Agreement are fair and reasonablewarranty. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (together, the “Original Shareholder Warranties”). 6.8 The Company shall use the proceeds from the Subscription by EBRD for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their use.

WARRANTIES AND UNDERTAKINGS. 6.1 16.1 The Company warrants to each of Recipient warrants, undertakes and agrees as a continuing obligation during the Subscribers as at the date course of this Agreement and as at the Subscription Date that it is a company incorporated and validly existing under the laws of the Republic of Turkey (the “Corporate Company Warranties”). 6.2 Each of the Subscribers warrants to the Company as at the date of this Agreement and as at the Subscription Date that to the extent it is a legal entity, it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date that: (a) it has full power all necessary resources and authority expertise to enter into and perform this Agreement and this Agreement constitutes a binding obligation on it in accordance with its terms.deliver the Project (assuming due receipt of the Grant); (b) it has not committed, nor shall it commit, any Prohibited Act; (c) it shall at all times comply with all relevant legislation (including laws relating to Subsidy Control and public procurement) and all applicable codes of practice and other similar codes or recommendations, and shall notify the execution by it of this Agreement and the performance by it Authority immediately of any significant departure from such legislation, codes or recommendations; (d) it shall comply with the requirements of the Health and Safety at Work etc. Xxx 0000 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to employees and other persons working on the Project; (e) it has and shall keep in place adequate procedures for dealing with any conflicts of interest; (f) it has and shall keep in place systems to deal with the prevention of fraud and/or administrative malfunction; (g) all financial and other information concerning the Recipient which has been disclosed to the Authority or its Authorised Representative is to the best of its knowledge and belief, true and accurate; (h) it is not subject to any contractual or other restriction imposed by its own or any other organisation's rules or regulations or otherwise which may prevent or materially impede it from meeting its obligations under this Agreement does not and will not breach or conflict or constitute a default under any provision of:in connection with the Grant; (i) any agreement or instrument entered into by it; or (ii) it is not aware of anything in its constitutional documents (if applicable); or (iii) any lawown affairs, order, judgement, injunction, decree or regulation which it has not disclosed to the Authority or any other restriction of any kind or character by which it is bound. ((a) and (b) together, the “All Party Warranties”) 6.4 Each of the Subscribers is a sophisticated buyer and it has inspected or has made enquiries concerning Authority's advisers, which might reasonably have influenced the Preferred Shareholders. 6.5 Each decision of the Subscribers has evaluated Authority to make the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience in financial and business matters and in entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction Grant on the terms set out contained in this Agreement and is able to bear the economic risks of the transaction contemplated by this Agreement.; and 6.6 Each of the Subscribers has received independent legal and financial advice relating to all the matters provided for in, or contemplated by, this Agreement and the other Transaction Documents and agrees, having considered the terms of the Agreement as a whole, that the provisions of the Agreement are fair and reasonable. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at (j) since the date of this Agreement and as at the Subscription Date (together, the “Original Shareholder Warranties”)its last accounts there has been no material change in its financial position or prospects. 6.8 The Company shall (k) It will use the proceeds from Grant as expenditure only on general public infrastructure that will be open and freely accessible to the Subscription by EBRD for public in a non-discriminatory way to the Project general public and shall provide written confirmation and evidence not capable of such use of proceeds to EBRD reasonably promptly after their usecommercial exploitation.

WARRANTIES AND UNDERTAKINGS. 6.1 11.1 The Company Client hereby undertakes, represents and warrants on a continuing basis that: (a) the information given by the Client, or on the Client’s behalf, to each The Broker in the Client Information Statement or otherwise in connection with the opening of any Account is true, full and complete and The Broker shall be entitled to rely on such information until The Broker receives written notice from the Subscribers as at Client of any changes thereto; (b) it has the date of authority and capacity to enter into and execute this Agreement and no one except the Client (unless otherwise disclosed to The Broker pursuant to Clause 13) has an interest in the Account(s); (c) save as at disclosed by the Subscription Date that Client to The Broker pursuant to Clause 13 with the consent given by The Broker: (i) the Client enters this Agreement as a principal and is trading on its own account and does not do so as nominee or trustee for any other person and there exist no arrangements whereby any person other than the person(s) signing this Agreements as the Client has or will have any beneficial interest in this Agreement; and (ii) the Client is the ultimate beneficiary of the Account and the person ultimately responsible for originating instruction about Transactions; (d) this Agreement and its performance and the obligations contained in it do not and will not contravene any applicable laws and regulations, contravene any provisions of the memorandum and articles or bye-laws (for corporate client), or constitute a breach or default under any agreement or arrangement by the Client is bound; (e) subject to any security interest of any DFSL Company and the information disclosed to The Broker, all properties including but not limited to securities provided by the Client for selling or crediting into the Account(s) are fully paid with valid and good title and whose legal and beneficial titles are owned by the Client and the Client will not charge, pledge or allow to subsist any charge or pledge or grant any option over such properties without The Broker’s prior consent; (f) the Client has received, read and understood the contents of the Risk Disclosure Statement and the Client has sufficient experience to assess the suitability of the Transactions contemplated under this Agreement; (g) where the Client or any one of them is a body corporate (in respect of such person): (i) it is a company incorporated corporation duly organized and is validly existing under the laws of the Republic country of Turkey its incorporation and in every other country where it is carrying on business; (ii) this Agreement has been validly authorized by the “Corporate Company Warranties”). 6.2 Each appropriate corporate action of the Subscribers warrants Client and when executed and delivered will constitute valid and binding obligations of the Client in accordance with the terms herein; (iii) the certified true copies of the Client’s certificate of incorporation or registration, charter, statute or memorandum and articles or other instrument constituting or defining its constitution and the board resolutions of the Client delivered to The Broker are true and accurate and still in force; and (iv) no steps have been taken or are being taken to appoint a receiver and/or manager or liquidator over the Company as at assets of, or to wind up the date Client; (h) where the Client or any one of them is an individual, the Client is legally capable of validly entering into and performing this Agreement and as at the Subscription Date that to the extent it is of sound mind and legal competence and is not a legal entity, it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation bankrupt; and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date that: (a) it has full power and authority to enter into and perform this Agreement and this Agreement constitutes a binding obligation on it in accordance with its terms. (b) the execution by it of this Agreement and the performance by it of any or all of its obligations under this Agreement does not and will not breach or conflict or constitute a default under any provision of: (i) where the Client is a partnership and business is carried on under a firm’s name, this Agreement shall continue to be valid and binding for all purposes notwithstanding any agreement change in the partnership or instrument entered into constitution of the firm by it; or (ii) its constitutional documents (if applicable); or (iii) any lawthe introduction of a new partner or by the death, order, judgement, injunction, decree insanity or regulation bankruptcy or any other restriction a retirement of any kind partner for the time being carrying on the business of or character by which it is bound. ((a) and (b) together, constituting the “All Party Warranties”) 6.4 Each of the Subscribers is a sophisticated buyer and it has inspected firm or has made enquiries concerning the Preferred Shareholdersotherwise. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance 11.2 The Client undertakes to notify The Broker immediately upon the Preferred Shareholders, and has such knowledge and experience occurrence of any material changes in financial and business matters and in entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out information supplied in this Agreement and is able to bear and/or the economic risks of the transaction contemplated by this Agreement. 6.6 Each of the Subscribers has received independent legal and financial advice relating to all the matters provided for in, or contemplated by, this Agreement and the other Transaction Documents and agrees, having considered the terms of the Agreement as a whole, that the provisions of the Agreement are fair and reasonable. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (togetherClient Information Statement. In particular, the “Original Shareholder Warranties”). 6.8 Client agrees to inform The Company shall use the proceeds from the Subscription by EBRD for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their use.Broker

WARRANTIES AND UNDERTAKINGS. 6.1 11.1 The Company Client hereby undertakes, represents and warrants on a continuing basis that: (A) the information given by the Client, or on the Client's behalf, to each the Broker in the Client Information Form or otherwise in connection with the opening of any Account is true, full and complete and the Subscribers as at Broker shall be entitled to rely on such information until the date Broker receives written notice from the Client of any changes thereto; (B) it has the authority and capacity to enter into and execute this Agreement and no one except the Client (unless otherwise disclosed to the Broker pursuant to Clause 13) has an interest in the Account(s); (C) save as at disclosed by the Subscription Date that Client to the Broker pursuant to Clause 13 with the consent given by the Broker: (I) the Client enters this Agreement as a principal and is trading on its own account and does not do so as nominee or trustee for any other person and there exist no arrangements whereby any person other than the person(s) signing this Agreements as the Client has or will have any beneficial interest in this Agreement; and (II) the Client is the ultimate beneficiary of the Account and the person ultimately responsible for originating instruction about Transactions; (D) this Agreement and its performance and the obligations contained in it do not and will not contravene any applicable laws and regulations, contravene any provisions of the memorandum and articles or bye-laws (for corporate client), or constitute a breach or default under any agreement or arrangement by the Client is bound; (E) subject to any security interest of any Broker Group Company and the information disclosed to the Broker, all properties including but not limited to securities provided by the Client for selling or crediting into the Account(s) are fully paid with valid and good title and whose legal and beneficial titles are owned by the Client and the Client will not charge, pledge or allow to subsist any charge or pledge or grant any option over such properties without the Broker’s prior consent; (F) the Client has received, read and understood the contents of the Risk Disclosure Statement and the Client has sufficient expe rience to assess the suitability of the Transactions contemplated under this Agreement; (G) where the Client or any one of them is a body corporate (in respect of such person):- (I) it is a company incorporated corporation duly organized and is validly existing under the laws of the Republic country of Turkey its incorporation and in every other country where it is carrying on business; (II) this Agreement has been validly authorized by the “Corporate Company Warranties”). 6.2 Each appropriate corporate action of the Subscribers warrants to the Company as at the date of this Agreement Client and as at the Subscription Date that to the extent it is a legal entity, it is a company duly incorporated when executed and validly existing under the laws of its jurisdiction of incorporation and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each delivered will constitute valid and binding obligations of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date that: (a) it has full power and authority to enter into and perform this Agreement and this Agreement constitutes a binding obligation on it Client in accordance with its terms.the terms herein; (bIII) the execution by it certified true copies of this Agreement the Client's certificate of incorporation or registration, charter, statute or memorandum and articles or other instrument constituting or defining its constitution and the performance by it board resolutions of any or all of its obligations under this Agreement does not the Client delivered to the Broker are true and will not breach or conflict or constitute a default under any provision of:accurate and still in force; and (iIV) any agreement no steps have been taken or instrument entered into by it; orare being taken to appoint a receiver and/or manager or liquidator over the assets of, or to wind up the Client; (iiH) its constitutional documents (if applicable); or (iii) any law, order, judgement, injunction, decree or regulation where the Client or any other restriction one of any kind or character by which it them is bound. ((a) and (b) togetheran individual, the “All Party Warranties”) 6.4 Each Client is legally capable of the Subscribers is a sophisticated buyer and it has inspected or has made enquiries concerning the Preferred Shareholders. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience in financial and business matters and in validly entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out in performing this Agreement and is able to bear of sound mind and legal competence and is not a bankrupt; and (I) where the economic risks of the transaction contemplated by this Agreement. 6.6 Each of the Subscribers has received independent legal Client is a partnership and financial advice relating to all the matters provided for in, or contemplated bybusiness is carried on under a firm's name, this Agreement shall continue to be valid and binding for all purposes notwithstanding any change in the other Transaction Documents partnership or constitution of the firm by the introduction of a new partner or by the death, insanity or bankruptcy or a retirement of any partner for the time being carrying on the business of or constituting the firm or otherwise. 11.2 The Client undertakes to notify the Broker immediately upon the occurrence of any material changes in the information supplied in this Agreement and/or the Client Information Form. In particular, the Client agrees to inform the Broker of any change in contact information (including address and agreestelephone number) upon occurrence of such changes. In event that in exercising its rights or discharging its duties under this Agreement, having considered the terms Broker cannot communicate with the Client using the latest contact details provided by the Client for over a period of seven (7) days, the Client agrees that this provides sufficient evidence of material breach of the Agreement as a whole, that by the provisions Client which constitutes an Event of the Agreement are fair and reasonable. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (together, the “Original Shareholder Warranties”Default under Clause 6.1(G). 6.8 11.3 The Company shall use Broker will notify the proceeds from Client of any material change to: (a) the Subscription name and address of its business; (b) its registration status with the SFC and its CE number; (c) the description of the nature of services provided by EBRD it; or (d) the description of the remuneration payable to the Broker and the basis for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their usepayment.

WARRANTIES AND UNDERTAKINGS. 6.1 The Company 5.1 Each of the Unit Holders hereby severally represents and warrants to AGL that:- (a) each of them is the Subscribers registered and beneficial owner of such number of the Sale Units set opposite its name in column (2) of Schedule 2 and has all necessary power and capacity to sell on Completion such number of Sale Units free from all Encumbrances and together with all rights attaching thereto as at the date of this Agreement and as at the Subscription Date that it is a company incorporated and validly existing under the laws of the Republic of Turkey (the “Corporate Company Warranties”). 6.2 Each of the Subscribers warrants to the Company as at the date of this Agreement and as at the Subscription Date that to the extent it is a legal entity, it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date that:Completion; (ab) it each of them has full power and authority to enter into and perform this Agreement and the provisions of this Agreement constitutes constitute valid and binding obligations on it, in accordance with its terms; and (c) the execution and delivery of, and the performance by it or his obligations under, this Agreement will not result in a breach of any order, judgment or decree of any court or government agency by which it or he is bound or violate any applicable law. 5.2 AGL hereby represents, warrants and covenants to the Unit Holders that:- (a) it is duly organized, validly existing and in good standing and has full power and authority to enter into and perform this Agreement and the provisions of this Agreement constitute valid and binding obligation obligations on it in accordance with its terms.; (b) the execution by it of this Agreement and delivery of, and the performance by it of any or all of its obligations under under, this Agreement does not and will not result in a breach or conflict or constitute a default under of any provision of: (i) any agreement or instrument entered into by it; or (ii) its constitutional documents (if applicable); or (iii) any law, order, judgement, injunction, judgment or decree or regulation or any other restriction of any kind court or character government agency by which it is bound. bound or violate any applicable law; ((ac) the Consideration Shares, when issued, shall be and (b) togetherare duly authorised by AGL and free from all Encumbrances and shall be and are, when allotted and issued, fully paid up and validly issued and rank, as of when issued and at all times thereafter through the “All Party Warranties”) 6.4 Each initial public offering of the Subscribers is a sophisticated buyer and it has inspected or has made enquiries concerning the Preferred Shareholders. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience in financial and business matters and in entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction AGL on the terms set out Stock Exchange, pari passu in this Agreement all respects with the issued shares of AGL under the Constituent Documents of AGL, including all rights to dividends and is able to bear the economic risks of the transaction contemplated by this Agreement. 6.6 Each of the Subscribers has received independent legal and financial advice relating to all the matters provided for in, or contemplated by, this Agreement and the other Transaction Documents and agrees, having considered the terms of the Agreement as a whole, that the provisions of the Agreement are fair and reasonable. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (together, the “Original Shareholder Warranties”). 6.8 The Company shall use the proceeds from the Subscription by EBRD for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their use.distributions;

WARRANTIES AND UNDERTAKINGS. 6.1 11.1 The Company Client hereby undertakes, represents and warrants on a continuing basis that: (a) the information given by the Client, or on the Client’s behalf, to each The Broker in the Client Information Statement or otherwise in connection with the opening of any Account is true, full and complete and The Broker shall be entitled to rely on such information until The Broker receives written notice from the Subscribers as at Client of any changes thereto; (b) it has the date of authority and capacity to enter into and execute this Agreement and no one except the Client (unless otherwise disclosed to The Broker pursuant to Clause 13) has an interest in the Account(s); (c) save as at disclosed by the Subscription Date that Client to The Broker pursuant to Clause 13 with the consent given by The Broker: (i) the Client enters this Agreement as a principal and is trading on its own account and does not do so as nominee or trustee for any other person and there exist no arrangements whereby any person other than the person(s) signing this Agreements as the Client has or will have any beneficial interest in this Agreement; and (ii) the Client is the ultimate beneficiary of the Account and the person ultimately responsible for originating instruction about Transactions; (d) this Agreement and its performance and the obligations contained in it do not and will not contravene any applicable laws and regulations, contravene any provisions of the memorandum and articles or bye-laws (for corporate client), or constitute a breach or default under any agreement or arrangement by the Client is bound; (e) subject to any security interest of any M&F Asset Management and the information disclosed to The Broker, all properties including but not limited to securities provided by the Client for selling or crediting into the Account(s) are fully paid with valid and good title and whose legal and beneficial titles are owned by the Client and the Client will not charge, pledge or allow to subsist any charge or pledge or grant any option over such properties without The Broker’s prior consent; (f) the Client has received, read and understood the contents of the Risk Disclosure Statement and the Client has sufficient experience to assess the suitability of the Transactions contemplated under this Agreement; (g) where the Client or any one of them is a body corporate (in respect of such person): (i) it is a company incorporated corporation duly organized and is validly existing under the laws of the Republic country of Turkey its incorporation and in every other country where it is carrying on business; (ii) this Agreement has been validly authorized by the “Corporate Company Warranties”). 6.2 Each appropriate corporate action of the Subscribers warrants Client and when executed and delivered will constitute valid and binding obligations of the Client in accordance with the terms herein; (iii) the certified true copies of the Client’s certificate of incorporation or registration, charter, statute or memorandum and articles or other instrument constituting or defining its constitution and the board resolutions of the Client delivered to The Broker are true and accurate and still in force; and (iv) no steps have been taken or are being taken to appoint a receiver and/or manager or liquidator over the Company as at assets of, or to wind up the date Client; (h) where the Client or any one of them is an individual, the Client is legally capable of validly entering into and performing this Agreement and as at the Subscription Date that to the extent it is of sound mind and legal competence and is not a legal entity, it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation bankrupt; and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date that: (a) it has full power and authority to enter into and perform this Agreement and this Agreement constitutes a binding obligation on it in accordance with its terms. (b) the execution by it of this Agreement and the performance by it of any or all of its obligations under this Agreement does not and will not breach or conflict or constitute a default under any provision of: (i) where the Client is a partnership and business is carried on under a firm’s name, this Agreement shall continue to be valid and binding for all purposes notwithstanding any agreement change in the partnership or instrument entered into constitution of the firm by it; or (ii) its constitutional documents (if applicable); or (iii) any lawthe introduction of a new partner or by the death, order, judgement, injunction, decree insanity or regulation bankruptcy or any other restriction a retirement of any kind partner for the time being carrying on the business of or character by which it is bound. ((a) and (b) together, constituting the “All Party Warranties”) 6.4 Each of the Subscribers is a sophisticated buyer and it has inspected firm or has made enquiries concerning the Preferred Shareholdersotherwise. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance 11.2 The Client undertakes to notify The Broker immediately upon the Preferred Shareholders, and has such knowledge and experience occurrence of any material changes in financial and business matters and in entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out information supplied in this Agreement and is able to bear and/or the economic risks of the transaction contemplated by this Agreement. 6.6 Each of the Subscribers has received independent legal and financial advice relating to all the matters provided for in, or contemplated by, this Agreement and the other Transaction Documents and agrees, having considered the terms of the Agreement as a whole, that the provisions of the Agreement are fair and reasonable. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (togetherClient Information Statement. In particular, the “Original Shareholder Warranties”). 6.8 The Company shall use the proceeds from the Subscription by EBRD for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their use.Client

WARRANTIES AND UNDERTAKINGS. 6.1 14.1 The Company Client hereby undertakes, represents and warrants on a continuing basis that: (A) the information given by the Client, or on the Client's behalf, to each the Broker in the Account Opening Form or otherwise in connection with the opening of any Account is true, full and complete and the Subscribers as at Broker shall be entitled to rely on such information until the date Broker receives written notice from the Client of any changes thereto; (B) it has the authority and capacity to enter into and execute this Agreement and no one except the Client (unless otherwise disclosed to the Broker pursuant to Clause 16) has an interest in the Account(s); (C) save as at disclosed by the Subscription Date that Client to the Broker pursuant to Clause 16 with the consent given by the Broker: (I) the Client enters this Agreement as a principal and is trading on its own account and does not do so as nominee or trustee for any other person and there exist no arrangements whereby any person other than the person(s) signing this Agreements as the Client has or will have any beneficial interest in this Agreement; and (II) the Client is the ultimate beneficiary of the Account and the person ultimately responsible for originating instruction about Transactions; (D) this Agreement and its performance and the obligations contained in it do not and will not contravene any applicable laws and regulations, contravene any provisions of the memorandum and articles or bye-laws (for corporate client), or constitute a breach or default under any agreement or arrangement by the Client is bound; (E) subject to any security interest of any Broker Group Company and the information disclosed to the Broker, all properties including but not limited to Commodities provided by the Client for selling or crediting into the Account(s) are fully paid with valid and good title and whose legal and beneficial titles are owned by the Client and the Client will not charge, pledge or allow to subsist any charge or pledge or grant any option over such properties without the Broker’s prior consent; (F) the Client has received, read and understood the contents of the Risk Disclosure Statement and the Disclaimers and the Client has sufficient experience to assess the suitability of the Transactions contemplated under this Agreement; (G) where the Client or any one of them is a body corporate (in respect of such person):- (I) it is a company incorporated corporation duly organized and is validly existing under the laws of the Republic country of Turkey its incorporation and in every other country where it is carrying on business; (II) this Agreement has been validly authorized by the “Corporate Company Warranties”appropriate corporate action of the Client and when executed and delivered will constitute valid and binding obligations of the Client in accordance with the terms herein; (III) the certified true copies of the Client's certificate of incorporation or registration, charter, statute or memorandum and articles or other instrument constituting or defining its constitution and the board resolutions of the Client delivered to the Broker are true and accurate and still in force; and (IV) no steps have been taken or are being taken to appoint a receiver and/or manager or liquidator over the assets of, or to wind up the Client; (H) where the Client or any one of them is an individual, the Client is legally capable of validly entering into and performing this Agreement and is of sound mind and legal competence and is not a bankrupt; and (I) where the Client is a partnership and business is carried on under a firm's name, this Agreement shall continue to be valid and binding for all purposes notwithstanding any change in the partnership or constitution of the firm by the introduction of a new partner or by the death, insanity or bankruptcy or a retirement of any partner for the time being carrying on the business of or constituting the firm or otherwise. 14.2 The Client undertakes to notify the Broker immediately upon the occurrence of any material changes in the information supplied in this Agreement and/or the Account Opening Form. In particular, the Client agrees to inform the Broker of any change in contact information (including address and telephone number) upon occurrence of such changes. In event that in exercising its rights or discharging its duties under this Agreement, the Broker cannot communicate with the Client using the latest contact details provided by the Client for over a period of seven (7) days, the Client agrees that this provides sufficient evidence of material breach of the Agreement by the Client which constitutes an Event of Default under Clause 9.1(F). 6.2 Each 14.3 The Broker will notify the Client of any material change to: (a) the name and address of its business; (b) its registration status with the SFC and its CE number; (c) the description of the Subscribers warrants nature of services provided by it; or (d) the description of the remuneration payable to the Company as at Broker and the date basis for such payment. 14.4 If the Client operates the Account for its customer(s) not the Client itself for dealing in HKFE Trades (“omnibus account”), the Client hereby warrants that it is authorized under the SFO or the laws of this Agreement its jurisdiction to operate an omnibus account and as at shall inform the Subscription Date that to the extent Broker whether it is a legal entity, it is a company duly incorporated and validly existing dealer registered under the SFO or under the laws of its jurisdiction relevant jurisdiction. If such Client is not an Exchange Participant of incorporation andHKFE, it hereby undertakes, represents and warrants on a continuous basis that in respect of HKFE Trades, the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date thatClient shall: (aA) in the Client's dealings with the person(s) from whom it has full power receives instructions with respect to the omnibus account, comply with and authority to enter into enforce the Margin and perform this Agreement Variation Adjustment (as defined in Clause 6.6) requirements and this Agreement constitutes a binding obligation on it procedures as stipulated in accordance with its terms.the Rules of HKFE as though the Client were an exchange participant of HKFE and as though the person(s) for whose account or benefit such instructions are given were clients; (bB) the execution by it of this Agreement and the performance by it of any or all of its obligations under this Agreement does not and will not breach or conflict or constitute a default under any provision of: (i) any agreement or instrument cause Exchange Contracts to be entered into by it; or (ii) its constitutional documents (if applicable); or (iii) in fulfillment of such instructions, so that there shall in no circumstances be any law, order, judgement, injunction, decree or regulation dealing with the instructions in a manner which constitutes unlawful dealing in differences in market quotations of commodities under the laws of Hong Kong or any other restriction applicable jurisdiction or in a manner which constitutes or involves betting, wagering, gaming or gambling with respect to such items in contravention of Hong Kong laws or any kind or character by which it is bound. other applicable laws; and ((aC) ensure that the persons from whom the Client receives instructions comply with the Margin and (b) togetherVariation Adjustment requirements as stipulated in the Rules of HKFE, with the result that, as between HKFE and the Broker, the “All Party Warranties”) 6.4 Each of Broker should be responsible for ensuring that such requirements are complied with by all persons through whom instructions pass with respect to the Subscribers is a sophisticated buyer and it has inspected or has made enquiries concerning omnibus account as if each in turn was the Preferred ShareholdersClient for whom such omnibus account was operated. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience in financial and business matters and in entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out in this Agreement and is able to bear the economic risks of the transaction contemplated by this Agreement. 6.6 Each of the Subscribers has received independent legal and financial advice relating to all the matters provided for in, or contemplated by, this Agreement and the other Transaction Documents and agrees, having considered the terms of the Agreement as a whole, that the provisions of the Agreement are fair and reasonable. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (together, the “Original Shareholder Warranties”). 6.8 The Company shall use the proceeds from the Subscription by EBRD for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their use.

WARRANTIES AND UNDERTAKINGS. 6.1 The Company Vendor hereby represents, warrants and undertakes to and with the Purchaser that :- 6.1.1 each of the Subscribers as at statements set out in Schedule 3 is true and accurate; 6.1.2 the date of Vendor has full power to execute, perform his obligations and enter into all transactions contemplated by this Agreement and as at all necessary consents, approvals and other actions have been obtained or taken to authorise the Subscription Date that it is a company incorporated execution, delivery, performance and validly existing under the laws of the Republic of Turkey (the “Corporate Company Warranties”). 6.2 Each of the Subscribers warrants to the Company as at the date of this Agreement and as at the Subscription Date that to the extent it is a legal entity, it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date that: (a) it has full power and authority to enter into and perform this Agreement and this Agreement constitutes a binding obligation on it in accordance with its terms. (b) the execution completion by it of this Agreement and the documents herein contemplated; 6.1.3 this Agreement is valid and binding on the Vendor; 6.1.4 the Vendor is the sole legal and beneficial owner of the Property, free and clear of any lien, charge, option, right of pre-emption or other encumbrance or third party right whatsoever; and 6.1.5 the Vendor is not a connected person of the Purchaser as defined under the Listing Rules. 6.2 Subject to Clause 4.1 above, the Purchaser hereby represents, warrants and undertakes to and with the Vendor that :- 6.2.1 the Purchaser has full power to execute, perform its obligations and enter into all transactions contemplated by this Agreement and all necessary corporate (where applicable) and other actions have been taken to authorise the execution, delivery and performance by it of any or all of its obligations under this Agreement does not and will not breach the documents herein contemplated; and 6.3 The Vendor acknowledges that the Purchaser has entered into this Agreement in reliance upon the Warranties and has been induced by them to enter into this Agreement. 6.4 In the event that any of the Warranties is broken or conflict (as the case may be) proves to be untrue or constitute a default under misleading, the Purchaser shall have the rights to claim damages or otherwise take any provision ofactions against the Vendor. Without restricting the rights of the Purchaser or otherwise affecting the ability of the Purchaser to claim damages on any other basis available to it, the Vendor shall, on demand, pay to the Purchaser: 6.4.1 the amount necessary to put the Purchaser into the position which would have existed if the Warranties had not been broken or (as the case may be) had been true and not misleading; and 6.4.2 all costs and expenses incurred by the Purchaser in connection with or as a result of such breach and any costs (including legal costs on a solicitor and own client basis), expenses or other liabilities which any of them may incur either before or after the commencement of any action in connection with (i) any agreement legal proceedings in which the Purchaser claims that any of the Warranties has been broken or instrument entered into by it; or is untrue or misleading and in which judgement is given for the Purchaser or (ii) its constitutional documents (if applicable); or (iii) any law, order, judgement, injunction, decree or regulation or any other restriction the enforcement of any kind settlement of, or character by which it is bound. ((a) and (b) togetherjudgement in respect of, the “All Party Warranties”) 6.4 Each of the Subscribers is a sophisticated buyer and it has inspected or has made enquiries concerning the Preferred Shareholderssuch claim. 6.5 Each of the Subscribers has evaluated Warranties shall be separate and independent and, save as expressly provided to the merits and risks contrary, shall not be limited by reference to or inference from any other Warranty or any other term of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience in financial and business matters and in entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out in this Agreement and is able to bear the economic risks of the transaction contemplated by this Agreement. 6.6 Each of the Subscribers has received independent legal and financial advice relating to all the matters provided for in, or contemplated by, this Agreement and the other Transaction Documents and agrees, having considered the terms of the Agreement as a whole, that the provisions of the Agreement are fair and reasonable. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (together, the “Original Shareholder Warranties”). 6.8 The Company shall use the proceeds from the Subscription by EBRD for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their use.

WARRANTIES AND UNDERTAKINGS. 6.1 The Company 10.1 Each Party warrants to each of the Subscribers other Party that: (a) as at the date of this Agreement and Agreement, so far as at the Subscription Date that it is a company incorporated and validly existing under actually aware, neither it nor any of its concert party has acquired any Target Securities in the laws 12 months prior to the date of this Agreement other than as disclosed in writing to the other Parties prior to the date of this Agreement. For the avoidance of doubt: (i) this Clause 10.1(a) shall not permit nor require any Party to make any disclosure of Confidential Information to any concert party who is not already aware of the Republic Transaction; and (ii) the above representation and warranty is limited to the actual awareness of Turkey (the “Corporate Company Warranties”). 6.2 Each each Party of the Subscribers warrants to the Company Target Securities of its concert parties as at the date of this Agreement and as at the Subscription Date that to the extent it is a legal entity, it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date that:Agreement; (ab) it has full the requisite power and authority to enter into and perform its obligations under this Agreement; (c) this Agreement when executed shall constitute valid, binding and enforceable obligations of such Party; and (d) the execution and delivery of, and performance of its obligations under: (i) this Agreement; or (ii) any agreement contemplated by this Agreement constitutes to be entered into by that Investor, shall not result in a binding obligation on breach of any of its constitutional documents, or any instrument, agreement, commitment or other understanding, or any order, judgement or decree of any court or governmental agency, in each case to which it is bound. 10.2 Each Investor agrees that it shall: (a) except as otherwise set out in accordance with its terms.this Agreement, implement the Offer as agreed by the Investors and (as applicable) approved by the Panel, not Transfer any Shares; (b) so far as they are legally able, exercise their rights in relation to Xxxxx and Xxxxxxx to procure that Xxxxx and Xxxxxxx comply with their obligations under this Agreement; (c) without prejudice to Clause 3.2(e) (Approvals), subject to applicable law and any applicable contractual restrictions, promptly provide to the execution Consortium Advisers with all relevant information regarding itself, and use best efforts to provide information in relation to its concert parties and its Affiliates, as the Panel may require or Zakiono may reasonably require for the purposes of the Transaction (including for the purposes of: (i) public disclosure as required by the Code; (ii) in connection with any regulatory filings required in any jurisdiction; (iii) in connection with any cash confirmation process; or (iv) compliance with applicable laws and regulations as set forth in Clause 10.3), it being acknowledged that certain commercially sensitive or confidential information proprietary to an Investor shall not be required to be shared with the other Investor; (d) take such action in connection with the Transaction as the other Investor or any of its Affiliates (acting reasonably and in good faith) may request in accordance with the terms of this Agreement; and (e) refrain from taking any voluntary action in connection with the Transaction that will have (or is reasonably likely to have) an adverse or prejudicial effect on the successful consummation of the Transaction. 10.3 In connection with the Transaction, each Party shall comply with all applicable laws and regulations (in all applicable jurisdictions) including the Act, the Companies Law, FSMA, MAR, the AIM Rules, the Code and any rulings of the Panel. 10.4 The Investors agree that, in the event of any conflict between the terms of this Agreement and the performance by it requirements of any or all of its obligations under this Agreement does not and will not breach or conflict or constitute a default under any provision of: (i) any agreement or instrument entered into by it; or (ii) its constitutional documents (if applicable); or (iii) any law, order, judgement, injunction, decree or regulation or any other restriction of any kind or character by which it is bound. ((a) and (b) togetherthe Panel in connection with the Transaction, the “All Party Warranties”) 6.4 Each requirements of the Subscribers is a sophisticated buyer and it has inspected or has made enquiries concerning the Preferred ShareholdersPanel shall prevail. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience in financial and business matters and in entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out in this Agreement and is able to bear the economic risks of the transaction contemplated by this Agreement. 6.6 Each of the Subscribers has received independent legal and financial advice relating to all the matters provided for in, or contemplated by, this Agreement and the other Transaction Documents and agrees, having considered the terms of the Agreement as a whole, that the provisions of the Agreement are fair and reasonable. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (together, the “Original Shareholder Warranties”). 6.8 The Company shall use the proceeds from the Subscription by EBRD for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their use.

WARRANTIES AND UNDERTAKINGS. 6.1 11.1 The Company Client hereby undertakes, represents and warrants on a continuing basis that: (A) the information given by the Client, or on the Client's behalf, to each the Broker in the Account Opening Form or otherwise in connection with the opening of any Account is true, full and complete and the Subscribers as at Broker shall be entitled to rely on such information until the date Broker receives written notice from the Client of any changes thereto; (B) it has the authority and capacity to enter into and execute this Agreement and no one except the Client (unless otherwise disclosed to the Broker pursuant to Clause 13) has an interest in the Account(s); (C) save as at disclosed by the Subscription Date that Client to the Broker pursuant to Clause 13 with the consent given by the Broker: (I) the Client enters this Agreement as a principal and is trading on its own account and does not do so as nominee or trustee for any other person and there exist no arrangements whereby any person other than the person(s) signing this Agreements as the Client has or will have any beneficial interest in this Agreement; and (II) the Client is the ultimate beneficiary of the Account and the person ultimately responsible for originating instruction about Transactions; (D) this Agreement and its performance and the obligations contained in it do not and will not contravene any applicable laws and regulations, contravene any provisions of the memorandum and articles or bye-laws (for corporate client), or constitute a breach or default under any agreement or arrangement by the Client is bound; (E) subject to any security interest of any Broker Group Company and the information disclosed to the Broker, all properties including but not limited to securities provided by the Client for selling or crediting into the Account(s) are fully paid with valid and good title and whose legal and beneficial titles are owned by the Client and the Client will not charge, pledge or allow to subsist any charge or pledge or grant any option over such properties without the Broker’s prior consent; (F) the Client has received, read and understood the contents of the Risk Disclosure Statement and the Client has sufficient experience to assess the suitability of the Transactions contemplated under this Agreement; (G) where the Client or any one of them is a body corporate (in respect of such person):- (I) it is a company incorporated corporation duly organized and is validly existing under the laws of the Republic country of Turkey its incorporation and in every other country where it is carrying on business; (II) this Agreement has been validly authorized by the “Corporate Company Warranties”). 6.2 Each appropriate corporate action of the Subscribers warrants to the Company as at the date of this Agreement Client and as at the Subscription Date that to the extent it is a legal entity, it is a company duly incorporated when executed and validly existing under the laws of its jurisdiction of incorporation and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each delivered will constitute valid and binding obligations of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date that: (a) it has full power and authority to enter into and perform this Agreement and this Agreement constitutes a binding obligation on it Client in accordance with its terms.the terms herein; (bIII) the execution by it certified true copies of this Agreement the Client's certificate of incorporation or registration, charter, statute or memorandum and articles or other instrument constituting or defining its constitution and the performance by it board resolutions of any or all of its obligations under this Agreement does not the Client delivered to the Broker are true and will not breach or conflict or constitute a default under any provision of:accurate and still in force; and (iIV) any agreement no steps have been taken or instrument entered into by it; orare being taken to appoint a receiver and/or manager or liquidator over the assets of, or to wind up the Client; (iiH) its constitutional documents (if applicable); or (iii) any law, order, judgement, injunction, decree or regulation where the Client or any other restriction one of any kind or character by which it them is bound. ((a) and (b) togetheran individual, the “All Party Warranties”) 6.4 Each Client is legally capable of the Subscribers is a sophisticated buyer and it has inspected or has made enquiries concerning the Preferred Shareholders. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance upon the Preferred Shareholders, and has such knowledge and experience in financial and business matters and in validly entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out in performing this Agreement and is able to bear of sound mind and legal competence and is not a bankrupt; and (I) where the economic risks of the transaction contemplated by this Agreement. 6.6 Each of the Subscribers has received independent legal Client is a partnership and financial advice relating to all the matters provided for in, or contemplated bybusiness is carried on under a firm's name, this Agreement shall continue to be valid and binding for all purposes notwithstanding any change in the other Transaction Documents partnership or constitution of the firm by the introduction of a new partner or by the death, insanity or bankruptcy or a retirement of any partner for the time being carrying on the business of or constituting the firm or otherwise. 11.2 The Client undertakes to notify the Broker immediately upon the occurrence of any material changes in the information supplied in this Agreement and/or the Account Opening Form. In particular, the Client agrees to inform the Broker of any change in contact information (including address and agreestelephone number) upon occurrence of such changes. In event that in exercising its rights or discharging its duties under this Agreement, having considered the terms Broker cannot communicate with the Client using the latest contact details provided by the Client for over a period of seven (7) days, the Client agrees that this provides sufficient evidence of material breach of the Agreement as a whole, that by the provisions Client which constitutes an Event of the Agreement are fair and reasonable. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (together, the “Original Shareholder Warranties”Default under Clause 6.1(G). 6.8 11.3 The Company shall use Broker will notify the proceeds from Client of any material change to: (a) the Subscription name and address of its business; (b) its registration status with the SFC and its CE number; (c) the description of the nature of services provided by EBRD it; or (d) the description of the remuneration payable to the Broker and the basis for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their usepayment.

WARRANTIES AND UNDERTAKINGS. 6.1 11.1 The Company Client hereby undertakes, represents and warrants on a continuing basis that: (a) the information given by the Client, or on the Client’s behalf, to each The Broker in the Client Information Statement or otherwise in connection with the opening of any Account is true, full and complete and The Broker shall be entitled to rely on such information until The Broker receives written notice from the Subscribers as at Client of any changes thereto; (b) it has the date of authority and capacity to enter into and execute this Agreement and no one except the Client (unless otherwise disclosed to The Broker pursuant to Clause 13) has an interest in the Account(s); (c) save as at disclosed by the Subscription Date that Client to The Broker pursuant to Clause 13 with the consent given by The Broker: (i) the Client enters this Agreement as a principal and is trading on its own account and does not do so as nominee or trustee for any other person and there exist no arrangements whereby any person other than the person(s) signing this Agreements as the Client has or will have any beneficial interest in this Agreement; and (ii) the Client is the ultimate beneficiary of the Account and the person ultimately responsible for originating instruction about Transactions; (d) this Agreement and its performance and the obligations contained in it do not and will not contravene any applicable laws and regulations, contravene any provisions of the memorandum and articles or bye-laws (for corporate client), or constitute a breach or default under any agreement or arrangement by the Client is bound; (e) subject to any security interest of any SOLOMON Company and the information disclosed to The Broker, all properties including but not limited to securities provided by the Client for selling or crediting into the Account(s) are fully paid with valid and good title and whose legal and beneficial titles are owned by the Client and the Client will not charge, pledge or allow to subsist any charge or pledge or grant any option over such properties without The Broker’s prior consent; (f) the Client has received, read and understood the contents of the Risk Disclosure Statement and the Client has sufficient experience to assess the suitability of the Transactions contemplated under this Agreement; (g) where the Client or any one of them is a body corporate (in respect of such person): (i) it is a company incorporated corporation duly organized and is validly existing under the laws of the Republic country of Turkey its incorporation and in every other country where it is carrying on business; (ii) this Agreement has been validly authorized by the “Corporate Company Warranties”). 6.2 Each appropriate corporate action of the Subscribers warrants Client and when executed and delivered will constitute valid and binding obligations of the Client in accordance with the terms herein; (iii) the certified true copies of the Client’s certificate of incorporation or registration, charter, statute or memorandum and articles or other instrument constituting or defining its constitution and the board resolutions of the Client delivered to The Broker are true and accurate and still in force; and (iv) no steps have been taken or are being taken to appoint a receiver and/or manager or liquidator over the Company as at assets of, or to wind up the date Client; (h) where the Client or any one of them is an individual, the Client is legally capable of validly entering into and performing this Agreement and as at the Subscription Date that to the extent it is of sound mind and legal competence and is not a legal entity, it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation bankrupt; and, in the case of EBRD, an international organization formed by treaty (the “Subscriber Warranties”). 6.3 Each of the Parties warrants to the other Party as at the date of this Agreement and as at the Subscription Date that: (a) it has full power and authority to enter into and perform this Agreement and this Agreement constitutes a binding obligation on it in accordance with its terms. (b) the execution by it of this Agreement and the performance by it of any or all of its obligations under this Agreement does not and will not breach or conflict or constitute a default under any provision of: (i) where the Client is a partnership and business is carried on under a firm’s name, this Agreement shall continue to be valid and binding for all purposes notwithstanding any agreement change in the partnership or instrument entered into constitution of the firm by it; or (ii) its constitutional documents (if applicable); or (iii) any lawthe introduction of a new partner or by the death, order, judgement, injunction, decree insanity or regulation bankruptcy or any other restriction a retirement of any kind partner for the time being carrying on the business of or character by which it is bound. ((a) and (b) together, constituting the “All Party Warranties”) 6.4 Each of the Subscribers is a sophisticated buyer and it has inspected firm or has made enquiries concerning the Preferred Shareholdersotherwise. 6.5 Each of the Subscribers has evaluated the merits and risks of the transactions proposed by the Transaction Documents (having taken appropriate legal and financial advice) and without reliance 11.2 The Client undertakes to notify The Broker immediately upon the Preferred Shareholders, and has such knowledge and experience occurrence of any material changes in financial and business matters and in entering into transactions of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of the transaction on the terms set out information supplied in this Agreement and is able to bear and/or the economic risks of the transaction contemplated by this Agreement. 6.6 Each of the Subscribers has received independent legal and financial advice relating to all the matters provided for in, or contemplated by, this Agreement and the other Transaction Documents and agrees, having considered the terms of the Agreement as a whole, that the provisions of the Agreement are fair and reasonable. 6.7 Each of the Original Shareholders, in their capacity as Warrantors warrant each of the Warranties to each of the Subscribers as at the date of this Agreement and as at the Subscription Date (togetherClient Information Statement. In particular, the “Original Shareholder Warranties”). 6.8 The Company shall use the proceeds from the Subscription by EBRD for the Project and shall provide written confirmation and evidence of such use of proceeds to EBRD reasonably promptly after their use.Client